


La Douleur Exquise

by Lywinis



Category: Agents of S.H.I.E.L.D. (TV), The Avengers (Marvel Movies)
Genre: F/M, Grief/Mourning, Let's be honest -- who DOESN'T have major PTSD of this bunch?, M/M, Phil has major PTSD, Soul Bond, Steve has major PTSD, eventual Capsicoul, this is not a happy fic
Language: English
Status: In-Progress
Published: 2014-02-28
Updated: 2015-12-10
Packaged: 2018-01-14 02:00:55
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 14
Words: 62,475
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1248496
Author URL: https://archiveofourown.org/users/Lywinis/pseuds/Lywinis
Summary: <blockquote class="userstuff">
              <p>(n.) The exquisite pain of wanting someone that you know you can never have, and — knowing that — you will still try to be with them.</p><p>When soul mates are seals upon your arm, will you give them up for a chance at love elsewhere, or let them sit by the wayside while grief eats you up inside?</p>
            </blockquote>





	1. They Told Us We Won

**Author's Note:**

  * For [CeliaEquus](https://archiveofourown.org/users/CeliaEquus/gifts).



> Whenever someone is destined to meet their soul mate, they develop a birthmark. Or rather, it is revealed to them. Script on the inside of their wrist, with their destined's first and last name, usually in their handwriting. It looks like a tattoo, the lines appearing and becoming solid and heavy like ink beneath the skin. There is no known way to remove it, but it does disappear on its own, under three conditions.
> 
> If the destined bond, and fall in love, their markings fade out. If one or the other falls in love with someone else, then the mark fades out slowly until it disappears. Some choose to never seek out their soul mates. Others never meet them because they have already fallen in love by the time the other is ready, and the soul mark never appears. If a soul mate passes away, the mark will also fade. Stories are told of people seeing names, then hearing the crunch of metal and screech of tires, the mark fading as soon as it had come.
> 
> This is the story of two such destined. Their fates intertwine, but their circumstances may drive them apart.

Steve Rogers had never met his soul mate.

Not that he considered it a big loss; he'd always been too busy, or his mother had been ill. Something had always gotten in the way. He pushed through life, working and being the man his mother expected.

Then the war had started, and his life had changed. Peggy Carter had walked into his life, and she'd turned his world upside down. She was smart and capable, handling herself with an ease that he could only wish for at times.

Now, Steve was in Doctor Erskine's program, and he could only hope he'd be chosen.

" _Grenade!_ " Steve looked and saw his squad mates scattering like rats. He caught sight of the lump of metal on the ground, and without considering, tossed his thin body over it.

He heard footsteps next to him, and waved his arm.

"Get away!" he shouted.

"Steve."

"Peggy, get away, I'm serious."

The silence around him became almost deafening, and he looked up, opening his eyes where he'd screwed them shut to see everyone looking at him.

Doctor Erskine seemed pleased; Colonel Phillips looked a little disgusted. With him or with the fact that Steve was the only one to make the sacrifice, he couldn't tell. He rose slowly, dusting himself off.

"Is -- is this some kind of test?" he asked.

"It was," Peggy said, and he turned to find her closer than he'd expected. His heart gave a thump, and he tried to get it under control, because in his condition, that was a bad sign. Still, she was looking at him funny and he couldn't help but want it to continue.

Later, working out the soreness of his muscles in the barracks after the first day of basic training, he caught sight of her walking past the window. He scrambled back into his t-shirt and clattered out of the Quonset hut after her.

"Agent Carter!" he called. She turned, and maybe it was dusk settling in, but he couldn't help but notice that she seemed pleased to see him.

"Private Rogers," she said, tilting her head at him. She topped him by a couple inches, but Steve found he didn't mind. She was beautiful, he'd thought so when he'd met her, with nary a hair out of place in her sleek curls as she strolled along with her files under one arm.

"I, uh..." Steve felt himself go red. He'd never figured out what to say to dames. Bucky had tried to teach him, but his mouth always caught up with him and embarrassed him.

"Yes?" she asked.

"Sorry," he said, feeling himself go red. His whole face warmed, and she seemed to think it was funny, because she smiled at him. He couldn't help but give her a shy smile back, his hand coming up to cup the back of his neck and rub.

"Actually, I'm glad you stopped me. I wanted to tell you that was a very brave thing you did out there today," she said.

"You think so?" he asked. "I just...didn't think."

"Your instincts were good," she said, reaching up to tuck a strand of hair behind her ear. "You'll make a good soldier yet."

Steve's grin went a little lopsided, and she stepped a little closer. He could smell her perfume, something light and airy, and he suddenly knew why Bucky liked courting dames. This one was interested in _him_ , and he didn't quite know what to do.

"Would you -- I mean..."

"I don't date subordinates," she said with a smile. "Besides, you're in boot camp. You've signed up for the long haul."

She reached up and poked him in his thin chest, but gently, and he surprised her by grabbing her hand.

"Didn't ask you on a date," he said, his grin wide. "Wanted to ask you to go dancing. But since I don't get leave..."

"You're stuck here. And so am I," she said, though she didn't take her fingers back. She could have done so, quite easily, and Steve was surprised his flirting had worked.

"Well, maybe we'll have to see about it after," he said, and her lips kicked up in response.

"Maybe," she said.

* * *

Bucky had never had a soul mate, either, Steve mused. He lay in his bunk, trying to keep his mind off of what Doctor Erskine had told him.

Project Rebirth.

It was a lot to take in. A procedure. Something that would make him...stronger. Better, somehow. Steve knew that he would relish the idea if he were a bully, but more than anything, he worried he'd abuse it. Something like this, if it worked on him, could bring about changes that were terrifying to even consider.

So, as usual when he wanted to distract himself, his thoughts turned to his bare wrists. Thin and bony, like a bird's leg, his wrists were his legacy of sickness and poor nutrition. Artist's hands, his mother had called them.

Once, when he was a boy, the subject of soul mates had come up. All little boys and girls had them, his mother had explained. But they weren't set in stone. They had to be sought, fought for. He'd resolved then to find his own.

Now, considering his thin wrists, Steve wondered if they were just too thin for the soul mark. Or if he had missed it that summer he'd been down with scarlet fever. His soul mate could have come and gone while he tossed and turned under heavy blankets, delirious with fever. He rubbed the skin of his wrist absently and bit his lip.

Really, after all they'd put him through, he should be sleeping like a log. He had been, since he'd gotten here, too tired to do much else after training than eat and sleep. He'd lost count of the times he'd nodded off into his tin plate in the chow tent, but he'd stuck with it.

Sarah Rogers hadn't raised a quitter.

Now, though, he was full of nervous energy, because something was _happening_.

His thumb rubbed over the bright blue vein, the tendon that went taut whenever he clenched his fists.

Poised on the brink of great change, and Steve wondered whether or not his soul mate would recognize him when it was all through.

* * *

It was cold in the room. To be fair, it was the middle of winter in New York City, and the basement where the experiment was to take place wasn't heated. The hum of the machines did warm the place as they were powered on, Steve found. He removed his shirt, standing in his tiny a-shirt and facing the crowd as Doctor Erskine spoke.

All of these official looking people, coming to see a little guy like him.

It sent a chill through him that had nothing to do with the cold, rainy streets outside.

He climbed up on the pod, wincing as they strapped him in. To prevent him from seizing, Doctor Erskine had said. The nurses were hard faced, like the nuns in the orphanage of his youth, and he was oddly comforted by that. Some things, it seemed, never changed.

He wondered if Bucky would recognize him after.

"That wasn't so bad," Steve said, as the needle left him. Nothing like the injections he'd taken as a boy. He wasn't a stranger to pain, but needles still made him a bit jumpy.

"That was penicillin." Doctor Erskine set the syringe aside. The nurses levered six ampules of blue serum into the tank, and Steve closed his eyes. He could feel the doctor's warm hand on his shoulder for just a moment.

"Beginning serum injection in three, two, one..."

It was a little bit like someone had poured ice water into his veins. He would have sworn his breath misted the air before him, but it might have also been his swimming vision. Whatever it was, it was enough to make the room sway and expand, the observers in the top deck of the room looking tiny and far away.

Steve's bleary blue eyes caught sight of Peggy, and he wanted to give her a little wave, but he was strapped in.

Everything slowed down.

"Mister Stark," Erskine nodded to him. Steve rolled his eyes that way, but it was like he was swimming in a thick stew, a fog covering his eyes. Howard pushed the lever down, and Steve was lifted, the pod closing around him like a coffin.

He would have panicked if he could have. Instead, he peered through, or tried to peer through, the tiny glass window of the pod.

"Steven..." Erskine tapped on the metal of the pod. "Can you hear me?"

"I suppose it's too late to go to the bathroom now," Steve quipped, and he could see the doctor's tiny smile before he turned away.

"And now, we begin the Vita-Ray infusion," Erskine said. His voice was being drowned out by an odd humming, something about it rising in intensity and making Steve's ears ring. He shook his head, but it wouldn't clear, and he couldn't drown it out, because his arms were strapped to his sides.

Something was coming, and Steve wasn't sure he was going to like it.

He could hear the crank of a lever outside and then there was pain like he had never known, searing him with a white hot intensity. Thousands of needles of fire shot through him, and he wasn't sure who was screaming, but it was drowning out the humming.

He realized, in an abstract sort of way as his body bowed upward high enough to touch the doors of the pod, that it was him. He couldn't stop it, any more than he could stop the jerking of his straining muscles.

He'd seen a seizure once. His mother had been at his bedside in the hospital, and his neighbor in the next bed over had jerked up as though someone had stuck a rod up his spine. He'd twitched so hard he'd fallen out of bed, and a nurse almost lost a finger as she tried to keep him from swallowing his tongue.

"Stop the experiment!" He could hear Peggy, see her as she looked through the glass at him. He had no doubt his face was a horrifying rictus, but he managed to unclench his jaw long enough to speak.

"No!" He bore down, forcing the words out. "Keep going, I can take it!"

Peggy disappeared, and Erskine peered in, nodding once.

"Full power!"

Steve's world flashed white, and then he knew no more.

His last thought was for his soul mate, and if she'd still know who he was. He might have been hoping for a pretty brunette that was wringing her hands outside his pod.

* * *

_12 November, 1943_

_Dear Peggy,_

_It's been a while since I've had a chance to take a break and write you. The Commandos and I have pushed farther north. We're working our way further into France, but with the occupation and how small of a force we are, even with me here, we couldn't retake a place as big as Paris._

_We liberated a camp today. Bucky got real quiet, but he seemed to snap out of it right around supper time. He's always been real big on food. I remember his letters he wrote me when he first enlisted. Pages spent talking about the chow hut._

_I know that we haven't seen much of each other, but it doesn't mean I don't think about you._

_Listen, I know you're busy. But I just want you to know, I'd really like to have a drink with you when I'm on leave next. We'll be close to Orleans soon. Maybe make it a point to wait for me there?_

_You can't say no this time -- I'm a Captain._

_Yours,_

_Captain Steve Rogers_

* * *

Steve sat in the ruined bar, nursing the entire bottle of good whiskey. At least, he assumed it would be good whiskey. He couldn't really tell good from bad; with his limited palate all alcohol tasted the same.

He hadn't drunk much in his life, the memory of what had happened to his father still sharp like the smoke that stung his nose.

Still, he tried. He had drained four bottles before she found him, and he was still clear headed. He could hear her crunch over the rubble.

"You know, Doctor Erskine said this would make me _better_ ," he said, watching her pick her way through the debris. "Said that the serum wouldn't just affect my muscles, it would affect my cells. Create a protective system of regeneration and healing. Which means, um, I can't get drunk. Did you know that?"

She nodded, careful -- as though he were back in his old tenement with his mom, watching his dad crawl into a bottle. Waiting for the moment he would snap, glass flung into the wall as an imagined offense ignited a temper soaked in spirits. His world pitched and yawed around him. Peggy merged with his mother for a moment, and it rushed up to claim him, swallow him up. Disgusted with himself, he set the bottle down and pushed it away.

"Your metabolism burns four times faster than the average person. He thought it could be one of the side effects." Her voice was quiet, but she took the bottle and set it on the bar before taking a seat across from him. "Steve..."

"Did you know we grew up together?" he asked, abrupt as he stared through her. "He and I even went to the same orphanage when Ma passed. He took all the s-stupid..."

He swallowed, staring at his hands. She reached out and covered one of them, or tried, her slim fingers dwarfed by large palms and thick, strong digits. He turned his hand over and cupped hers between his palms.

"You realize he made a choice, right?" she asked. He swallowed, looking up at her with red rimmed eyes. "He did. He made the choice to step in. And by sitting here stewing in this, you're belittling his sacrifice. James Barnes was a good man. So are you. You can't trade one for the other, so don't even try."

She wiggled her fingers, and he released her, letting her stand. She moved around to his side, cupping his jaw.

"Heroes aren't all they're cracked up to be sometimes," she said. "But it's better that you're making a difference. We're making the final push tomorrow, trying to corner Schmidt. Would Barnes want you to stay behind and try to drink yourself stupid?"

He shook his head.

"Right." He was mesmerized by her, the strong square set to her shoulders, the iron rigidity of her stance mixed with actual softness. He reached up and brushed a thumb across her cheek, and she leaned into it.

"Why didn't I ever see your name?" he asked quietly. "Was it the serum, you think?"

Her eyes widened, and he ached to kiss her. She nibbled her lip and looked down.

"My soul mate..." she said, her voice soft. "I met her a long time ago. We were never going to be together, so we cherished the time we had."

Steve nodded, understanding.

"I never had one," he said. She took his hand, clasping it between her own. "I've never known -- anything like it. Bucky took me aside right before the train. He showed me his wrist."

A name, written in fate on the inside of his best friend's left wrist.

"What will his soul mate do? Will they even know?"

"I knew," she said. "Her name faded out. She got married, had children. That life wasn't for me."

Steve swallowed. "Not ever?"

She shook her head. "No one knows the future. Come on, we have a transport to catch."

She slipped between his fingers like gossamer, and he was helpless to do anything but follow.

* * *

"There's not gonna be a safe landing, but I can try to force it down," he said, struggling with the controls. The Valkyrie was sluggish, turning what seemed only a quarter of an inch off its current heading with the pace of a snail. Steve's hair was matted with his own blood, an already healing cut splitting his bottom lip open.

He heard the crackle of the radio, and it was as if time seemed to slow. He could hear himself talking to Peggy, but he was musing about everything he'd miss. He could see it all in his mind's eye, flashing through neurons that were bolstered by science to process faster than anyone alive.

It gave him plenty of time to reflect on his own mortality.

"I'll-I'll get Howard on the line. He'll know what to do."

"There's not enough time. This thing's moving too fast and it's heading for New York. I gotta put her in the water."

_Walks in the park. A diner with terrible coffee, but it’s okay, because she took tea anyway, and he wasn't picky._

"Please don't do this. W-we have time. We can work it out."

_Movies. His arm around his girl and her warmth against her side. She'd lean her head against his shoulder and he could tuck his nose into her hair._

"Right now I'm in the middle of nowhere. If I wait any longer a lot of people are gonna die. Peggy, this is my **choice**."

_Peggy in white, walking down the aisle. Standing beside him in the old bowery church, the priest blessing them in Latin while the crown of flowers she wears fills his nose until he almost wants to sneeze. She looks like she'll kill him if he does, though._

"Peggy..."

"I'm here."

_Making love in the shadows of a rainstorm. Their linked fingers against the bed, slow, so slow. Like it was meant for them to always be slow and languid, to sip where others would gulp. Whispered words and quiet breaths, mingling in the darkness that dappled the windows with fat droplets of a summer storm._

"I'm gonna need a rain check on that dance."

"All right, a week next Saturday at the Stork Club."

_Peggy, her belly swollen with life, budding like the spring did around her, sitting in the park and reading. Steve next to her, holding another sandy haired child, with his father's bright blue eyes and his mother's stubborn tilt to his jaw._

"You've got it."

"Eight o'clock on the dot. Don't you dare be late, understood?"

_Sketching by the fire, his wife tucked next to him. He asks her if she regrets not going with her soul mate. She looks at the stairs, where her children sleep, and smiles. She admits she never did. Not since Steve came along. Content, he kisses her hair._

"You know, I still don't know how to dance," he said, pulling his gloves off. Soon it wouldn't matter if his hands were cold. He needed to see it. Had to be sure.

"I'll show you. Just be there."

His wrists were pale in the cold, the broken windows sending wind whipping through the cabin and stealing his breath with the chill. There were no markings, save the battle damage. He rubbed a thumb across the opposite wrist as the ground crept closer and closer.

"We'll have the band play something slow," he said, taking a breath and closing his eyes. It would be just like falling asleep. "I'd hate to step on your--"

The nose of the Valkyrie crumpled, sending the craft skipping across the water like a stone. Steve was thrown, landing on the aisle, the breath knocked out of him as the plane hurtled to its icy doom.

The water poured in the open windows, and he shivered as he felt it enter his boots. It was fast, too fast, a torrent and then a flood as the remaining glass broke and he sank beneath the depths.

He was cold. So cold.

It was not, in fact, like falling asleep. His body, primed for his own survival and honed to the peak of human ability, struggled to stay above water on instinct. His lips turned blue as the cabin filled with water, and when he finally went under, he inhaled what felt like gallons of water.

He drifted in and out of consciousness, settling down to finally land on the floor of the plane, his shield beside him. The bubbles stopped forming on his lips, and his eyes closed. The ship slid down into the darkness of the ocean, finally coming to rest on an ice shelf, and Steve Rogers was laid to rest.

* * *

He stood in an unfamiliar place, staring blindly at cars that crammed the street, bright colors, loud noises. He couldn't breathe, couldn't think. He was surrounded by men in body armor, and he spun, looking up at the grey, angry sky.

"At ease, soldier! Look, I'm sorry about that little show back there, but we thought it best to break it to you slowly." Steve turned to regard the bald man in a dark trench coat standing there, one eye covered with a dark patch. His brain was whizzing a million miles a minute, calculating attack trajectories.

His hand clenched, looking for his shield.

"Break what?" he asked, calves tensing for a leap. He could dig his fingers into whatever was left behind the eye patch, disabling the leadership and making his escape in the confusion. It wasn't exactly like he was immune to bullets, but he sure as hell could dodge them --

"You've been asleep, Cap, for almost seventy years," the man said, tossing a newspaper at his feet. Steve, numb and surrounded by men who could easily kill him, knelt and picked it up.

_July 22, 2011._

His mind reeled, trying to process. His knees wanted to buckle; his will kept him upright. He stared at the man regarding him with a mixture of pity and sadness, and he wanted to punch him, because he didn't _know_.

Faces, places, memories rolled in like water through broken windows, and he was drowning all over again, on dry land with the smog of a large city in his lungs like the fog of war.

"You gonna be okay?" the man asked, and Steve heard him as if he were speaking through static. Molasses gripped his limbs as he turned and looked around again.

"Yeah." He stood straighter, shoving his hands in his pockets. "Yeah. I just...I had a date."

_I'm sorry, Peggy._


	2. Those That Came Before

Phil Coulson never considered it odd that he hadn't met his soul mate yet. The world had gotten bigger, and people were older when they stumbled across The One, as his mother liked to call it.

He'd had the talk. When the war was over, people turned to progress, as civilization was wont to do. Scientists learned more and more about the bond, though no one knew exactly how it worked. By the time Phil was ten, they'd quantified it to an exchange of hormones, but no one had gotten the mixture just right.

At the time, Phil remained content to read his dime novels and comics, draw his own shaky lines. He played army, because his dad was in the army, or had been, and to a ten year old, that was the coolest.

Because his dad had first-hand stories of his hero, Captain America. Phil spent his weekends at his dad's shop, feet dangling off the work bench and handing over tools while Ray Coulson told his son stories of the First Avenger. He spent the weekends helping his dad fix up shop. He would pester his mother after his dad's visitation with more and more old war stories. At last, she relented and took him to Boston, where he was allowed to remain in the library, watching all the old film strips they kept.

He stared at the tatty projection screen, enraptured as he watched _the_ Steve Rogers talk about the war effort on stage in Peoria. He watched the attempts to take the bridges in Operation Market Garden, eyes peeled for the Commandos in the middle of the fray. He remained there until closing, when his mother carried him home.

He plastered his walls with bond posters scavenged from antique shops and people's cellars. He spent his milk money on action figures and army men, staging battles atop the faded quilt on his bed.

When Phil Coulson was ten, soul mates were something in the hazy future. It was something that seemed very far away indeed, when one dropped in on HYDRA operatives at the Captain's side, shoulder to shoulder with Bucky Barnes.

He tucked himself in with his favorite figure at night, a cherished Christmas present that his mother would later admit took a big bite out of her sewing money.

Eighteen inches tall with actual hair and hand painted features, he became a constant companion. His mother sewed the good Captain several uniforms over the years, including a dress uniform. Phil carried him to school, tucked into his satchel, a talisman against the regular world. He lived as a good toy should -- well loved by his boy.

* * *

His knees hit the linoleum as his books went sprawling.

"Lookit the baby," someone said, and Phil turned his head, scrabbling for his papers. "He's still carrying around dolls."

_Oh no, Cap!_

"Don't you touch him," Phil snapped, his glasses hanging half off his face as he whirled around.

He snatched his backpack out of Ritchie Mullins' hands, tiny fist balled up and swinging before he realized it. He connected with Ritchie's stomach, catching the bully by surprise and knocking the wind out of him.

Cap was safe, and Phil scrabbled together his books while Mullins got his bearings. The bigger boy, built like a truck with a punch to match, was up again and Phil stuffed his books in his bag before they began circling each other.

They were in the hallway that led to the gym, the crumbling old pre-war school large and sprawling, and no teachers could see. Phil had long ago learned to take care of himself, however.

Students meandering by could sense blood in the air. Like prepubescent sharks, they circled closer, their voices dimming to a dull roar. Adrenaline rushed into Phil's ears, his heart pounding.

Then, the chant started.

_Fight, fight, fight!_

Mullins swung, a haymaker that hurtled toward Phil's head. If he'd learned anything in the fourth grade, it was to stand your ground, but don't be there to take a punch if you didn't have to. He ducked beneath it, using his smaller size to drive a shoulder into Mullin's gut.

Ritchie went down, Phil landing on top of him. A stray punch got Phil in the lip, and he barely felt the warm trickle of blood. He proceeded to yell and then ram his fists into Mullins' face as hard as possible.

The crowd of children parted, letting the basketball coach through. Phil felt himself rise, yanked up by the scruff of his neck as the coach shook him bodily.

"Coulson!" he snapped. "Principal's office, now. You too, Mullins."

Phil stumbled backward, bleeding like a stuck pig. Mullins shuffled off, and Phil grabbed his bag as the crowd dispersed. The coach looked at him with a critical eye.

"You have a hell of a punch, kid," he said. "You ever think about boxing?"

"No sir," Phil said, trying his damnedest to not bleed on his one good school shirt. (A failed attempt, if a valiant one.)

"Come talk to me after school tomorrow," he said, his beady eyes flicking up and down Phil's slight frame. "I'll teach you a thing or two, and you might actually avoid the fights if they realize you're a scrapper. Here."

He took out his handkerchief and blotted Phil's lip, letting Phil press it to the split. He steered Phil toward the principal's office.

Phil plopped down on the worn wooden bench outside while the coach went in to make his report first. He tossed a baleful glare at Mullins, but the kid was too busy trying to see out of an eye that was already swelling shut.

He opened his backpack, shuffling through his books, and ran his thumb across Cap's chest after checking for battle damage.

_Glad you're safe._

* * *

Phil was sixteen before the thought of a soul mate began to plague him. He checked his wrist every day, to no avail. No thin, spidery script like the handwriting of god, no flat newspaper tintype to tell him what fate had in store for him. He often lay in bed, wondering what they'd look like.

Would they like him?

His mother warned him -- just because you were soul mates didn't mean you were tied together forever. Soul mates could reject you. Fate could be changed, the cards shuffled, the deck redrawn. Phil swallowed at it, the whole thing seeming scary.

He remembered how his mother rubbed her own wrist as she spoke. He wondered if her name had ever appeared on his father's wrist like his had for hers. It was supposed to work like that, but Phil didn't trust it.

He'd seen what happened when another name appeared during the marriage. Marriage itself couldn't even supersede the Bonding Laws. If someone's name appeared on your wrist, you were allowed to annul all current ties to be with that person, if they agreed to Bond with you.

He shifted on his bed, laying back and thinking about all the things he'd heard about Bonding. His hand rubbed at his sternum, tracing up and down forming chest muscles.

Bonds were supposed to be deep, deeper than anything. Thinking alike, enjoying that closeness. He ached for something like that, in the way that teenagers did; it all seemed awfully poetic to him.

Still, what would his soul mate be like?

He was still rubbing his chest through his t-shirt as he thought. His eyes idled over an old bond poster, yellow at the edges and curling at the corners where the tape gave over to age. Steve Rogers stood in a heroic pose, shield in front of him, rendered with an artist's loving hand. Blue-grey eyes traced Steve Rogers's face, and his thoughts turned somewhere they'd never gone before.

He noted how Steve's jaw cut a sharp corner toward his chin, the curve of his neck. His lips were firmed in a scowl, but Phil wondered if they would be pliant, giving under his. How his neck slid down to his shoulders, inviting touch although he might be met with a questioning look.

He soaked the poster in, the cant of the soldier's hips as Steve demanded he support the war effort. There was even a hint at what lay beneath the suit, shadows and smoke and mirrors, but for sixteen year old Phil Coulson, it was more than enough.

This was somehow different from his imaginary war games as a child. Nascent longing bloomed, formed in the way he envisioned finding Steve after a long mission, both of them filthy and tired. Steve cupping the back of his neck, leaning in to kiss him. Something fired in his brain, blowing his pupils wide.

_"Almost lost you out there today, Phil," he said, large, nimble fingers bumping under his chin and lifting it so that Steve could get at his mouth. Phil melted into the kiss, nipping at Steve's lip. He could still smell the smoke on both of them._

_"You wouldn't lose me, sir," he said, and his voice didn't do that obnoxious cracking warble it did when he tried to talk to girls at school. This was Steve. He'd known him all his life._

_There was nothing to be afraid of._

_Steve smiled, sinking into the folding camp chair and pulling Phil between his knees._

_Phil pressed against him like a cat._

His hand crept to the fabric of his pajama bottoms, worn and soft from many washings. His ragged fingernails caught the hem, but he shifted, sliding his hand into his underwear. His awkward strokes made him gasp, trying to hide the sound from his mother --

_\-- and they evened out, Steve's capable hands taking over. He stroked Phil, rubbing his thumb across the tip._

_"I missed you," he whispered, pulling Phil close so that he leaned against the inside of one of Steve's broad thighs. "Missed this."_

_"We've never..." Phil started, only to whimper as Steve leaned in and kissed his neck. "Never done this before."_

_"Wanted to," Steve growled, and Phil's hips jerked. "Wanted to ever since you came with me through Prague. Phil..."_

_Oh, that was more than enough. Phil came with a cry, his spunk splattering_ his own fingers, painting his chest as he heaved for breath, pulled from the fantasy with the wet reality that he'd need another shower before bed. He lay back, stunned in his own cooling mess as his eyes refocused on the poster opposite.

Phil Coulson came to the realization that he was more than a little bit in love with a dead man at the age of sixteen. He sighed and looked at his wrist, hoping that his soul mate would understand. No name yet, but that would change soon.

It had to.

* * *

Phil was twenty-six when he and Marcus joined SHIELD, upon invitation of the current director, one Peggy Carter. Marcus got in based on bloodline alone, but Phil made the cut on his own.

Phil, in his research, recognized her. She had been touted as Steve Rogers's girl, in more than a dozen footnotes in history.

Phil was almost jealous, until she took him under her wing, showing him how to make a proper cup of tea and how to kill a man with a stapler in almost the same breath. In that moment, Phil Coulson could brag that his boss was the coolest woman alive.

She was a no-nonsense kind of woman. Curt, almost to the point of being rude with her abruptness, she put up with no one.

Phil had somehow caught her eye.

She called him into her office late one night, and he walked in, coffee in hand, ten minutes later. She nodded to the chairs in front of her desk, and he sank into one, his cup between his palms as he waited.

"Where did you get your pin?" she asked.

Phil, not connecting the dots for a moment, looked down at his lapel. The shield shined under the careful pass of his cloth earlier today, the kite shield his preferred choice. It was small, discreet enough to not draw attention.

"I uh...I go looking for memorabilia," he admitted. "He's my hero. Has been since I was a boy. Is it against regs, ma'am?"

"No," she said, sipping at her mug of tea. "I just have something to show you."

She pulled out her keys, unlocking the bottom most drawer of her desk. She pulled out a framed photo, setting it between them. Phil caught his breath.

"I see you know who it is, even without the serum," she said, a carefully manicured nail stroking down the side of the thin face. "Steve was...a good man."

It punched him in the gut, how _lost_ Peggy sounded when she said it. He'd never heard that tone from her, not ever. He swallowed, studying Steve. There was a curious draw about his face, even then, and Phil looked up to see Peggy smiling at him.

"I thought you might understand," she said. She reached back in the drawer and came up with a file as thick as his forearm. "I'm old --"

"Hardly," he said, and she smiled again.

He didn't think of her as old; while thick grey streaks wound themselves into her hair, all it did was highlight the determination that shone in her eyes. She wasn't the Iron Lady of SHIELD for nothing, and Phil loved her, in his way.

"I am old, Agent Coulson." His title made him pay attention. She slid the file over. "It's time I left the legwork to someone who's younger."

He took the file, holding it in his hands. It was weighty, with a symbol he recognized on the front.

"Strategic Scientific Reserve?" he asked, his thumb brushing the faded ink. "Is...this what I think it is?"

"It is indeed, boy." She drained her tea mug and stood. "That is every scrap of information that I could gather -- legally, illegally, willing and unwilling -- about Steve Rogers and his whereabouts."

Phil felt as though there was a large stone in the center of his chest.

"I needed to find someone with the same drive, the same passion. Someone needs to bring him home." Her back was straight, but he could see the way the years bowed her all the same, in the tired lines of her eyes. "I can't...do it anymore. I'm an old woman, my boy."

Phil set the file on the desk with care and deliberation before he rose. He met her gaze square in the eye.

Her voice took on the familiar abrupt tone she took.

"He never found a soul mate. Never Bonded with anyone," she said. Phil's breath did a curious stutter. This was something that no one else knew, he was sure. "He always wondered if the serum tampered with it. I assured him it didn't. I didn't get long enough to tell him that I wished mine had been him."

Phil glanced away, embarrassed for her. Then again, hadn't he wished the same thing? Didn't he wish for it even now, in the deepest part of the night where secrets breathed while the world slept?

"At the very least, you can bring him home for a proper burial," she said. Phil shook his head, and she shushed him by reaching out and straightening his lapel.

It was, in fact, the most overt affection she'd ever shown him. He couldn't help the warmth that welled up in his chest, and he reached up to cover a hand with his own.

"Ma'am," he said, his voice quiet. "Rest assured. I'll find him. I'll bring him home."

"I know you will," she said, reaching up and cupping his cheek. She smiled at him. "I don't know how long I have, but I'll wait as long as it takes."

"You've got plenty of years left in you, ma'am," he said, flashing her a smile. "Enough that you still make the recruits swoon."

"Now you're full of it," she said. He laughed, and so did she. "I do have a few secrets up my sleeve. I'll stay around as long as I can, for Marcus as well as for you. You mustn't ask questions. That's all I ask."

"You have my word, Director. I'll find him."

"That's why I assigned it to you, agent. Now hop to it. And send Marcus to see me when you get back to the dorms."

"Yes, ma'am." He stayed still long enough to consider telling her, but cowardice won out. He scurried from the room with the file clutched to his chest.

* * *

Phil Coulson was thirty before he realized that he'd never once seen a name on his wrist. His career didn't allow for it, he supposed, but didn't he deserve the dignity of knowing?

He wondered if it was a part of the battery of tests that he'd gone through. SHIELD had pumped him full of vitamins and protein, honing his body as well as his mind. Who knows what else they might have fed him through the syringe? Something that would dampen the Bonding hormone? He hadn't asked when he trained under Director Carter.

Marcus might have taken over, but she was still his Director in a lot of ways. He still called her every month, long distance to Surrey, and gave his status report. He was no closer to finding Steve's location, but he was hopeful. SHIELD had just turned up a whole storehouse of SSR files. Perhaps he'd find something more, scraps of paper that Howard hadn't burned in his paranoia.

She thanked him for his time, every time he called, and he thanked her for her patience. She'd been waiting a long time for Steve to come home.

* * *

He was forty when he stopped waiting. He dated around, but nothing lasted more than six months. He contented himself with work, flings where he could. He joined Strike Team Delta under Nick's instruction. He found himself helping Jasper Sitwell, another agent; they put together a team that could do what the other teams could not.

All the while, his wrists remained blank.

He was just too _busy_ for a soul mate. It was a cold comfort, if true.

* * *

He was forty-eight when he discovered Steve Rogers's resting place. The first thing he did was email the encrypted information to Nick. The second thing he did was place a collect call to Surrey.

"Hello?"

"Director."

"Phil? It's four in the bloody morning. You'd better have good reason--"

"I _found_ him."

Silence reigned on her end of the line, broken by the static that seemed to plague international calls.

"You're sure?"

"You know I wouldn't call if I wasn't. We're dispatching teams to the arctic as soon as I can roll Marcus's ass out of bed."

"Phil."

Her voice cut through his excitement, raw and aching. He wished he could see her, because he would have taken her hand. As it was, he quieted.

"Tell me how it is."

"Absolutely, progress reports every day."

"Thank you." She was silent for a moment. "You did well, boy. I knew there was a reason I chose you."

"Because I love him, too."

He could almost see the curve of her lips upward, the silent sweep of her expression that conveyed amusement and fondness for her protégé all in one.

"Just so."

* * *

Phil burrowed deeper into his coat. He knew all the agents on this project; he trusted them. He stepped into the Valkyrie, moving the blacked out goggles from his face now that he was protected from being snow blinded.

He had waited his entire life for this moment.

He reached the cockpit, and he looked around, sweeping his light over the cockpit.

He was going to find it, the spot where his hero fell.

He turned his light to the corner, looking carefully over the cockpit.

Phil couldn’t contain his excitement. He moved around the ledge at the back of the bridge, his boots crunching on slowly melting ice. He could feel his heartbeat speeding up, and he looked around, still alone in the chilled room.

His boot clanged against something, and he skidded, losing his footing. He landed on his knees, and his penlight skittered from his hand, sending a thin, sharp beam of light bouncing along the metal walls. It came to a stop, and the lens cracked, the unfocused beam scattering through the strange, clear crystals.

He looked down at the lump of metal under his hands.

Phil’s breath caught.

It wasn’t a lump of metal. His hands swept over the smooth, dome shape of a round shield. Concentric rings of red and white culminated in a blue circle with a white star. Phil stared, not quite comprehending what he was seeing.

“Coulson, what’s your status?” Jasper asked. Phil realized he’d made a squeaking noise over the comm as he’d seen the shield. He cleared his throat.

“Five by five,” he muttered. “I just slipped. I’m fine.”

“You sure?” Jasper pressed.

“Fine,” he said, struggling to his feet. “I’m just—“

His voice cut short as his pen light illuminated what lay beyond the shield. A man, his eyes closed, frozen in a block of slowly melting ice. Phil didn’t even need to see the star on his chest to know who it was. He reached up and pressed a shaking hand to the front of the ice block.

“Scratch that,” he said, sounding strangled to his own ears. “I’m going to need a medical team in here, stat.”

**Notes for the Chapter:**

> That should catch us up to the movies. I might make the other chapters in my outline shorter or longer, depending on how much of the movies I want to gloss over. (Probably all of them, but you know. Rehashing Avengers sucks when you're trying to establish backstory.)
> 
> Now, if you're like me, you were trying to parse how Peggy could be alive in the modern age, especially for Cap 2. My thought is Nick Fury Sr. dosed her with just enough Infinity serum for her to get her duties taken care of, and then he skipped out when there was no more serum. She's now just winding down.
> 
> That's my story and I'm sticking to it.
> 
> Hope you enjoyed!
> 
> Oh, if you'd like snippets before the fic is posted, you should plop down on my tumblr at lywinis.tumblr.com I usually tag my stuff #lywinis writes if you don't feel like following me.


	3. Centennial Man (With No Plan at All)

**Summary for the Chapter:**

> Steve learns to cope; Jasper helps. Phil sulks, but he has More Important Things to Do than babysit a national icon. Peggy soothes ruffled feathers. Nick Fury is 10000% done with all of them.

Steve sighed and shuffled the papers in front of him. It was one thing to be told that the future was here; it was quite another to see your present become the past without you.

Howard's file was thick — he'd worked with the SSR from their inception all the way until they became SHIELD, the inventor pushing through breakthroughs that would allow the modern organization the edge it needed when fighting superpowers like AIM and HYDRA.

That was another thing. The good things had died, but the bad things had ways of coming 'round like bad pennies. The motto of “slay one head, two will take its place” was especially true of HYDRA. AIM appeared to be an offshoot. There were also mentions in the file of another group, the Ten Rings.

Cut off one head and it didn't die, it just split into three. Steve sighed, feeling the tension ratchet up in his shoulders.

Steve thumbed through Howard's folder again. He'd had a son, Tony. Looking at the file of _his_ accomplishments, Steve couldn't help but feel proud of Howard, at least a little bit. He'd liked the man, mostly.

His hand hovered over the next file, the one with Bucky's name on it.

Swallowing, he rested his palm on it. He'd asked for the files, but he wasn't sure he was ready for it. His allies, the commandos, they'd all split off when the war had ended. Without him, their job was done, and they'd been sent home.

Their files listed them as deceased. He'd never gotten to say goodbye. It had been so long...but for him it was a month ago. He'd been awake a month and already the future was bleak and full of false, bright promises.

What was he doing here? He should have been left in the ice. He certainly wasn't doing them much good here.

Steve shook his head and rose, going for the coffee pot. One of the nurses had shown him how to work one, and one had come with his SHIELD-issued apartment. Much more efficient than the percolators of his time, although there was the slightly charred taste to the joe that he missed.

Not that the caffeine did anything for him. His brain was always on, always alert. Another perk of the serum. He couldn't say he liked the taste, but it held a lot of the comforts of home. His ma had splurged the fifty cents a week on their budget for it, and he always remembered the smell. It smelled like home.

He poured himself a mug and took a deep breath.

He knew he was being watched. There wasn't a day that went by that SHIELD didn't have him under observation. Steve might have been born at night, but it certainly wasn't last night. Nick Fury was the type of man who kept his assets under tight rein.

He sipped his coffee and looked out the window. His kitchen window faced the tenement next door, a scant alley between the buildings for the fire escapes. He lived on the fourth floor, apartment F.

The irony didn't escape him.

His eyes roved over the rough red brick of the building and then fell on the window opposite. He turned around and considered. They'd be able to see almost the whole apartment, save the bedroom, and that faced the street, so they could likely spot that from a parked car across the street.

Turning back, he raised his eyebrows. The curtain was twitched shut over the windows where it had been open before.

He shook his head, not so much disappointed as he was expecting it. He was, after all, an unknown variable. He looked down at the files on the table and drained his coffee mug.

He felt the walls closing in on him, and he decided that going for a run would help him.

* * *

He went for runs often, jogging and letting his mind blank on the streets as he did. He was never mugged; he didn't know if it was his size or if it was the determination in his face, but when he got back to his apartment each morning, he was covered in sweat and breathing hard, the spare couple of dollars he kept on him for emergencies intact.

It took him six days to learn the layout of Brooklyn again. The city had been built and rebuilt so often that it was jarring. He kept expecting streets where there were none now, and the construction sites of his youth were taken over by tenements and bodegas. Dead ends where once there was an alley, alleys where streets used to cut through, and he retraced them all, learning the heartbeat of New York again.

He still wasn't used to the idea of glowing neon signs, and the ones from the street kept him awake at night like the trains never could. He found places he remembered, and discovered others he didn't.

He was still alone.

Not even his wrist was comfort. There was no name, but why should there be a name? If he had a soul mate, surely they'd died a long time ago. He'd long ago stopped looking at his wrist and...hoping. He felt an overwhelming sense of guilt that he wasn't able to meet the person he was intended for, and bond with them.

Then again, maybe the serum had changed his hormones enough that he'd never have met them anyway.

He found a gym close to his apartment, a real one, where there was a boxing ring and sandbags — places where people went to lift weights and put on muscle, not lose a couple of pounds for bikini season.

He joined, but the owner never asked him for dues. SHIELD had stepped in there, too. He didn't like the charity. It grated at him, raw like stomach bile in the back of his throat. SHIELD didn't just give away things. They would be expecting compensation.

He got checks for personal expenses, like groceries, all signed by Nick Fury. Initially, he'd gawked at the amount of money. When he'd seen how much something had cost at a restaurant, he'd understood. It had almost made him ill that first day, seeing all the food, for so much money.

There was more culture shock to be had, too. Steve walked into a grocery store for the first time to pick up staples for his new apartment and about fell to his knees. There was more food there than he knew what to do with. Aisles and aisles of canned goods, baked goods, fresh meat at the back. And vegetables like none he'd ever seen.

There were fifteen types of bread. He'd never heard of such a thing. His mother had handmade soda bread, and he couldn't parse it. People paid so _much_ for things now, without remembering how to use their kitchens. It made sense that there were people going hungry. No one should have to live on that kind of food budget.

He'd filled his cart with good things, things he remembered, and spent the rest of the time gawking at the assortments of sweets. Reading the labels, however, had made him wary. How many chemicals were there in these foods?

He looked through them, and then decided against it. He placed them all back and bought just plain things. Peanut butter, fresh vegetables, rice, potatoes. Things he could live on in bulk.

He'd paid what he considered an exorbitant amount for them, and then lugged them all home, his arms straining with a good ache as he jogged up the stairs. It was something he could...almost relate to, something vaguely of home.

The files still sat on his table, unopened.

* * *

The next month, in the heat of summer, he got permission from the super and started a rooftop garden. Every morning he toiled, lugging up potting soil and planting seeds, erecting a greenhouse, watering the slowly budding shoots. It gave him a purpose, and it made him remember the vacant lot across the street. His ma and their neighbors had turned it into a communal garden, pitching in their meager salaries for seeds and tools.

He and the other kids had plucked weeds for the promise of penny candy at the end of the week. Steve had been happy to do it for the chance to be outside with his hands in the dirt and working hard. It was better than picking tin, sometimes. This was work he could do.

He leaned back on his heels, sweating in the hot August sun, and brushed off his hands. Tomatoes, cucumbers, even some bell peppers and green beans, all in neat little rows and growing well. He smiled. A little bit of old New York with the new. He tacked up the rest of the tarp to keep the heat in; he would replace it with glass tomorrow.

He tromped back downstairs to wash off the dirt and get something to drink. He drank at the sink, draining a large glass with his face still smudged and dirty. The faucet ran cold and clear, and he glanced out the window again as he filled his glass the second time. The curtain across the alley twitched shut, and Steve shook his head.

“If you boys are going to watch me,” he said, his voice clear and distinct for their bugs. “You might as well come over for coffee.”

* * *

The next day, there was a knock at his door. He opened it to find a man standing there, a crisp black suit and a file folder proclaiming him to be SHIELD before he even flashed his badge.

“Captain Rogers,” he said, smiling and pocketing his aviators. “My name is Jasper Sitwell, and I'm going to be your handler for the foreseeable future.”

* * *

“Why didn't you tell me he was having problems adjusting?” Phil asked, watching Marcus brood from behind his desk over the videophone.

“Because you'd have run straight there and I need you where you are.”

“But...Jasper?”

“Agent Sitwell is just as qualified at Level Six as you are to handle Captain Rogers. He's got a good head for tactics and he's got an affable personality. Or did you forget the time you two spent together on Strike Team Delta?”

Phil sighed visibly, his shoulders slumping.

“It's not that he's not qualified. This was my project.”

“And now you're delegating. I don't remember you arguing this much when we took Wilson off your hands.”

“Wilson was a fluke.”

“Phil,” Marcus said, leaning forward and fixing him with a serious look. “I know you care a lot about the guy. He's a hero. I get that. Believe me, I heard enough about it in the Army to get sick of it.”

Phil frowned at him.

“Don't you look at me in that tone of voice. I know his stats like the back of my hand thanks to you.” Marcus leaned back. “Look, I know that Director Carter put you in charge of this. Meanwhile, I got reports of a meteorite wrecking shit in New Mexico, and Stark's acting up again, because we know shit's gone down in Monaco. So. You have things to do. You know it, and I know it. I can't have you babysitting Captain America.”

Phil sighed. He knew Marcus was right.

“At least make sure Sitwell knows that he won't take kindly to lies. We saw how well that charade went down. I _told_ you.”

“Already done. You should check in with Nan.”

“I'll do that on the drive to New Mexico. We have Romanoff in place with Stark, right?”

“She's reporting directly to me, yes.”

“Good. I'll make sure to touch base with her periodically.”

“Then I'll handle the Stark problem until we can nail down exactly what the hell touched down in New Mexico.” Marcus looked at Phil for a moment. “I need my one good eye, more than ever. So you keep shit in line, hear me?”

“Loud and clear, boss,” Phil said, rubbing his forehead. “If Jasper calls, permission to shaving cream his locker?”

“So long as shit doesn't get out of hand.”

“I knew I was friends with you for a reason.”

* * *

Phil pressed his Bluetooth and made the call as he passed into Kansas. The car rolled through the dark, his Audi's headlight beams cutting swaths through the night. He reached up and flicked his high beams down so as not to blind a truck on the opposite side.

The call picked up and his music on the radio turned down.

“Hello, boy.”

“Director.”

“I'm hardly Director anymore, Phillip.”

“I'm hardly a boy anymore, Director Carter.”

“And yet you still whined to Marcus when you were reassigned to New Mexico instead of New York.”

He frowned at his steering wheel. “He's not adjusting well.”

“I didn't think he would. But you know that he's going to have trouble. He needs the time. Jasper will see to it. You trust him to, don't you?”

Phil drummed his fingers against the steering wheel.

“Yes, ma'am, but—”

“No buts, Phillip. You know that he is the best for the job right now. Right now, you have bigger concerns than Steve's comfort. I know that you care, you were chosen for that infinite capacity to care. But Jasper is where he needs to be, and you are where you need to be.”

He sighed. “I know. I didn't question the orders, exactly.”

“Marcus seemed irritated enough when he touched base with me.”

“He would, he's always irritated.”

“How is the drive?”

“Boring. I just crossed into Kansas. It's flat and unentertaining.”

“Steve said the same thing when he played Topeka.”

He chuckled. “Are you filling me full of war stories to soothe the sting of being passed over?”

“You weren't passed over, you were chosen to do something bigger. If Jasper's needed, he'll come with you, and another agent will keep an eye on Steve in his place. It's also important to remember that smothering Steve is the one thing you don't want to do. He's fiercely independent, was even before the serum.”

“I never even got a chance to introduce myself.”

“You will.”

“I sure hope so. I headed the damn project.”

“And it's not been forgotten.” He could hear the smile in her voice, and ached to fly out to Surrey. He missed her. She was almost like having his own mother back, and it was heartening to hear from her. “Will you be okay out in New Mexico?”

“You worry too much, Nan,” he said.

“You and Marcus with that stupid nickname,” she groused. “If I were there—”

“You'd have me by my ear, faster than I could blink, and that's why I'm here in the car in the States and you're sitting down to breakfast in Surrey,” he said, laughter in his voice. “Go on and have your cuppa, Director. I'll keep you briefed on the situation as it develops.”

“Good boy,” she said, and he could hear the fondness seeping through the line. “Will you be visiting after your mission?”

“Depends on who else pops up, but I'll certainly make the effort.”

“Very well. Don't eat too many donuts.”

“I won't,” he lied.

“I can tell when you're fibbing.”

“Debatable.”

His Audi cut through Kansas like an omen, delivering him closer to the strange thunderstorm and what he hoped lay within it. It had been building for several days, outlining the town in an almost perfect circle, and he intended to know what it was.

* * *

“Yes, sir, understood.” Jasper set his cards down and Steve leaned back in his chair. Whatever it was, it seemed important. He rubbed his jaw, focusing his attention away from the phone call.

He'd learned early on that if he listened, he would hear it, especially with the new technology of today. Not that he minded; he would rather communication be global.

He thought a lot about his time in the trenches, and seeing guys miss home so bad there often were talks of what they'd do when they got back. Jasper had introduced him to the concept of Skype, and seeing how soldiers could see their loved ones even in the field made him...happy.

Sometimes he'd wished he'd been able to see Peggy's face, and then wondered if it would have hurt more.

The file still sat unopened on his desk, and he hadn't touched it in months.

Jasper had introduced his niece over the internet, and Steve had liked talking to the little girl. She was about eight, and Steve had always had a soft spot for kids. So, it seemed, did Jasper — at least for his sister's kids if the pictures in his wallet were any indication.

Jasper swiped his phone shut, and Steve picked up his hand of cards again.

“Fury again?” he asked, careful not to cut too close. While he could consider Jasper a companion at least, Steve wasn't quite sure he could consider him a friend yet. He glanced down at his hand.

“Yes. After this hand, I need to cut out. Looks like I'm needed in New Mexico.”

“New Mexico?” Steve asked. “What's out there?”

“It's classified,” Jasper replied, selecting another card. “But Agent Coulson needs a hand, and he and I work well together.”

“Wait...Phil Coulson?” Steve asked.

“Yes?” Jasper raised a brow. “How do you know him?”

“He was the agent that supervised my recovery. All the reports are signed by him,” Steve said. “A lot of the research, too. Did he do it all by himself?”

“Mostly,” Jasper answered. “He was the only one who thought you were still out there. Director Carter put him in charge personally.”

“Peggy Carter?”

“Yeah,” Jasper said. “She was Director when Director Fury joined SHIELD with Phil at the same time. They called her the Iron Lady of SHIELD.”

Steve's lips quirked. “She probably hated it.”

“I wouldn't know. I joined soon after Director Fury assumed the role. He always spoke fondly of her. To be fair, she apparently pushed the organization into the finely oiled machine you see today,” he said, licking his thumb and fanning his cards out again. “She's legendary in SHIELD. From what I understand, she took over when Howard Stark was still running R&D, but the whole thing was called something different.”

“The Strategic Scientific Reserve,” Steve said, studying his hand. Jasper nodded. “They were behind Project Rebirth.”

“That's it. Anyway, Phil's a good guy, really big fan of yours,” he said. His smile was a little crooked. “I hear there's a shrine.”

“A shrine?” Steve asked.

“Yeah, the guy talks about you a lot,” he said, quirking a brow. “He knows you down to the last detail. Stuff no one else knows.”

Steve's brows knit. He didn't know if he was comfortable with that.

“Relax, Steve,” Jasper laughed. “He's a good guy, consummate professional. It's just...trying, sitting on a week-long stakeout with him. He really likes the Captain America mythos.”

Steve rolled his shoulders, a knot of nervous tension forming. “Guess that's why he was so dedicated in finding me.”

Jasper shook his head. “Director Carter handed him that mission personally. He worked it off and on since...Jesus, 2001? Sounds about right, he met Clint and Natasha about a year prior...”

“That long...?” Steve asked.

“Yeah, he worked nights and weekends trying to pinpoint the Valkyrie's landing site,” Jasper said. “I went with him when we pulled you up. But he spent countless unpaid hours poring over maps and stuff. At one point I brought him breakfast and found him asleep, hunched over a box of old SSR missives. He wasn't obsessed so much as he was determined. I've seen him do it to other things, too.”

Steve laid out his hand. “Gin.”

Jasper groaned. “Damn it, that's the fourth time.”

Steve grinned. “I was a bit of a card shark in the army.”

“Now,” Jasper said, glancing at him as he gathered the cards up and put them away before pulling on his coat. “That's something I bet Phil _didn't_ know.”

Steve wondered if that was a note of triumph in Jasper's voice.

Steve saw him to the door, his mind churning with thoughts of this faceless agent. Phil Coulson, huh. He had a feeling he'd be introduced sooner rather than later.

* * *

Phil stepped out of the Audi, his aviators on as he took in the tall, humanoid robot. He squinted at it, his fingers itching for his sidearm.

“Is that one of Stark's?” Jasper asked.

“How should I know?” Phil groused. “Guy never tells me anything.”

It definitely wasn't one of Stark's, the face plate falling back to reveal a glowing orange core. Phil dove away, shielding his eyes as his car went up in a molten fireball. Acrid smoke washed over his vision, and the agents scattered like ants as the Destroyer stalked toward town.

He crawled to where Jasper was sitting up, rubbing at his head. Phil tipped his head up and Jasper's eyes were unfocused. Concussion, possibly.

“Steve Rogers is a card shark,” Jasper mumbled, and Phil raised a brow.

“Oh?”

“Yeah. Bet you didn't know.”

“No, I didn't.”

Jasper grinned at him, loopy. “I win.”

“Not when you see the state of your locker on the helicarrier.”

“You son of a bitch.”

“It's just shaving cream,” Phil said, flippant as he pulled his glock. The med team was heading this way, and he signaled that there was a downed agent here. “Sit tight, medical's gonna check you out.”

“Fine, I'm fine,” Jasper said, shaking his head.

“You're not. Stay here. That's an order.”

“'Kay.” Jasper's head lolled, even as the medical team dropped their gear at his feet. Phil was moving, running to pursue the Destroyer, his heartbeat in his ears and adrenaline burning in his veins.

* * *

Steve couldn't sleep. Not that this wasn't a common occurrence by now, he was just...not tired. His body was wired to run on very little sleep thanks to the serum, taking a precious few hours and squeezing every ounce of restorative power from it, just like his food intake.

He sat at his kitchen table, sketching. He was practicing with charcoal sticks, a gift from Jasper. He'd already rendered the agent and his niece, a gift for when he came back safe. Not that he minded his new handler, Agent Ramirez, but Jasper was around more, and Ramirez always seemed like he wanted to be somewhere else.

Now, however, the soft curls of his charcoal outlined the wisps of hair that framed Peggy's face, a smile forming as she looked up through her lashes. His heart clenched, and he smudged his thumb on the drawing, adding volume to her hair.

He glanced at his desk, where the files were still gathering dust. Letting out a sigh, he wrapped his charcoal and rose to wash his hands. He scrubbed the charcoal out from under his nails, cleaning up. Wiping his hands left thick black streaks on his tea towel, but he dampened it and wiped his face as well. Might as well, as there were streaks there, too, from where he'd touched his chin, cheeks, and nose.

Clean again, he padded to his desk and opened the folder for Bucky.

No new information, although the information the SSR had said Bucky's body had never been recovered. His grave in Arlington was empty, a headstone and an empty casket rotting in the ground. Steve sighed and closed the folder.

Peggy's file was thicker, considering she'd done so much for the SSR during and after the war. He sat down in his armchair, crossing his legs at the ankle to read. Paging through her file was mention after mention of personal merit, but no personal information, like with Howard. Peggy had never married, never moved on after the war. Instead, she'd been married to her work, driving SHIELD to be the organization it was today.

Steve blinked when he saw that she'd retired only twenty years ago, in 1991. Flicking through the file to her status, he stared.

She was still alive. Retired and living in Surrey, England.

Steve did the mental math. Peggy had to be at least ninety-four by now. Paging through her contact information, he located the phone number.

He stared at the cordless phone for a moment, before he swallowed and dialed the number. It rang, and he realized he was calling at 3 am with no clear purpose. Then again, it was seven in the morning there, or so he figured.

“Hello?” Steve sucked in a breath. She sounded just like her remembered — brisk and business-like, with no nonsense in her tone.

“Peggy?” he said, his voice almost giving out on him. “It...it's me.”

There was a brief silence.

“You're _late_.”

Steve's eyes welled up. “I couldn't call my ride.”

**Notes for the Chapter:**

> I am seriously out of control with this fic
> 
> because
> 
> -Steve and Jasper brotimes  
> -Steve and Sam brotimes  
> -Phil and Peggy mentor/student relationship  
> -Phil and Clint brotimes  
> -Steve and Natasha brotimes  
> -Steve and Sam sitting on the floor of Steve’s apartment listening to the Supremes while Sam talks about music history and how African Americans influenced it — and how white erasure really hurts a lot of things and Steve gets incensed over the unfairness of it  
> -Sam being a modern mentor to Steve  
> -Steve and Jasper becoming really good friends despite SHIELD  
> -Nick Fury being a little shit  
> -Jasper being a little shit  
> -fake-married tropes  
> -literally almost all of Steve’s support system makes an appearance  
> -Steve adjusting to modern times
> 
> *lies on floor, breathes heavily*
> 
> I don’t know if I can pull this off.
> 
> This fic might exceed 100k.
> 
> This might kill me.
> 
> \----
> 
> That said, I thank you for your patience. While working on this chapter, I received word that a friend of mine passed away suddenly right before his 22nd birthday. He and I were writing buddies, so it made continuing on hard. However, I shall persevere. Enjoy, Constant Readers. Chapter four should be along soon.


	4. The Iron Lady of SHIELD

Steve stepped off the plane, not so much fatigued as he was nervous. The Calais-Dunquerqe airport had a tarmac for private planes, notably military, and SHIELD had been kind enough to offer him a lift. He could have paid for a ticket, but something in him had decided that if he was going to owe SHIELD a favor, he might as well go big.

He rubbed his face and shouldered his duffel, declining the private car the agent offered. He hadn't seen Jasper, but he'd heard from Ramirez he'd returned from New Mexico a couple days ago.

Rumor had it, something big had struck in New Mexico.

Steve hadn't seen much of it in the news, but then again, he hadn't seen much worthwhile in the news recently. He'd tried every major news outlet, but it all seemed like they were trying to drive viewership. He found more information in shows like The Daily Show and Al-Jazeera than he did on 'real' networks like CNN or Fox. It bothered him, this rampant focus on minor issues. Still, he kept his finger to the pulse of what was going on, gleaning his news from actual sources and checking his facts.

Now, however, he was riding the train to Charing Cross, swaying with the movement of the car. His heart thrummed in his chest, steady and strong. He knew he'd never be prepared to see the passage of years on Peggy's face, but it was no excuse to avoid seeing her.

France was greener than he remembered, the fog of war replaced with verdant fields and fat, dozy sheep on the hillsides. Little villages passed by, a riot of color that caught his interest. He resolved to practice with his colored pencils when he got a chance and to sketch the little cottages.

He must have fallen asleep; when he looked out the window later, the fields were replaced with the outskirts of London. He rubbed at his eyes, not so much drowsy as overwarm and muzzed in the head. It was better than fretting over his current course of action, that was for sure. The conductor was happy enough to tell him they would be at the station shortly.

Half an hour seemed like forever when waiting for something, but eventually Steve's train pulled into the station, slowing with the creak of steel that brought memories back. It coated his tongue like oil -- he could track the smoke across the sky before his USO unit was deployed just behind the front line.

His whole body tensed, caught in the memory, and he didn't remember disembarking the train, or gathering his duffle, but he stood on the platform in Charing Cross and watched the steam rise from below the carriages.

He came back to himself, an almost full-body shudder like a dog shaking cold water from its fur. Steve blinked, his hand wrapped around the strap of his duffel as he looked around.

Surrey was a big county, but he'd gleaned the rest of the information he'd needed from her files. His mind spun with questions, most of them remaining unanswered even though he'd talked to her almost every week since Jasper had left for New Mexico.

He worked his way through the station, past buskers and people shunting through to make their trips or to go home. Foot traffic was heavy this time of day and he almost wanted to walk it. If he got lost in the crowd here, started running and never stopped...

It occurred to him that SHIELD might have anticipated this. Still, the thought was an interesting one. One he didn't dwell on too much. He was cut loose, bereft of a duty to his country in a war that had ended seventy years ago.

It wasn't his fault no one had deigned to tell him.

The cell phone Jasper had gotten him showed him the address for Peggy's flat, and the GPS led him there. It was a simple enough thing when the agent had showed him, and Steve learned faster than normal men.

He knew he was risking a lot, coming to see her unannounced, but...

Some bonds weren't written in fate. He'd wanted to see her. He still did. He looped the strap of his duffle over his head and set off down the sidewalk.

A long walk, it turned out. London was a lot bigger than he remembered, though he'd only seen bits and pieces, and most of it had been at night. Crowds, the buzz of engines and the chatter of thousands of voices; it washed over Steve like a soothing wave, and he buried himself in it, in anonymity.

It was almost like before the serum.

His phone told him that her flat was close, and he stopped, looking around. He found what he was looking for in a florist's on the corner, and he picked up a bouquet.

Her flat was on a quiet side street, the cars parked there despite the signage not to -- he remembered reading about the overpopulation. Still, the bright green door was very like her, vibrant and full of life.

He hesitated, standing in an unfamiliar city, his fist raised to knock, and he considered. He could walk away, do any number of things but chase the past.

Sarah Rogers hadn't raised a quitter.

He knocked.

* * *

Phil checked the text as he pulled onto Interstate 40. He about wrecked his car.

[He's here.]

[Does SHIELD know?]

[They dropped him off.]

His heart thrummed in his chest, aching for the both of them. He didn't know how anyone could do it. He hesitated, and then thumbed out a text.

[You should be spending time with him, not apprising me of the situation, Director.]

[Don't tell me what to do, boy. I'm letting you know where he is because I know for a fact Fury's going to need him soon, if the scuttlebutt I'm hearing is correct.]

[Aye, ma'am. If he overstays his welcome, I'll come and rough him up. Make sure he has you home by ten.]

[Phillip.]

[What?]

[You should focus on your drive.]

"How does she do that?" he murmured, tossing his phone onto the seat beside him. It was still a little strange, reconciling the man he'd read about and the man currently sitting in Peggy Carter's flat. He stared out into the darkness of the road, his Audi cutting a bright swath with its LED headlights.

Sometimes he felt like he'd been driving half his life. The depressing part was that it was probably true.

His mind wandered back to Steve. Maybe Peggy had been his girl; he'd never had the stones to ask. The only thing he knew for certain was that they hadn't Bonded. Tiny threads of guilt laced through him for the foolish wishes of his youth.

Steve Rogers had people. Phil wasn't one of those people. He swallowed, letting the desert night eat at his thoughts. He turned up the music, letting the sound wash over him and through him.

Sometimes, Phil found, his life was very Zen. Watching the highway stretch before him, unbroken in the dead of the night with the gentle instrumentals playing in the background, it was one of those times.

He breathed out, then breathed in, going about the business of living. He had work to do.

It was time for boyhood dreams to die.

* * *

"You know, I hear I have you to thank for SHIELD and its involvement in my life," Steve said, his voice soft as he regarded Peggy over a cup of tea.

"You do," she said. "Howard asked me to fill a need, so I stepped up. We never stopped looking for you."

Steve couldn't get over the luster to her. Peggy carried herself like a woman of forty-five, and she looked it. Steel had woven its way into her temples, but that just reinforced the hard set to her eyes she got when determined. He toyed with the handle of his cup.

She was lovely, and his heart thrummed in his chest just the same as it had in 1943.

"I know. I hear tell there was an agent who took over after you." He set the mug down and leaned back, just drinking her in. She smiled.

"Indeed there was. I picked him by hand. I needed someone to take over an old woman's work."

"You're hardly old," he said, smiling.

"Steve, we're both pushing ninety-five and don't look it, don't tell me you don't see the irony in that."

"You know, you never did tell me how that worked out," he said softly.

"I know," she said, and pursed her lips. Steve had the feeling that she wasn't going to tell him, either. "My work isn't finished yet."

"So you just refused to age until it is?" Somehow, if she confirmed it, he would believe it. It was just so like Peggy, stubborn to the last.

"I have so many things to oversee. The world has moved on," she said, soft as she touched her locket around her neck.

Steve remembered the piece, her soul mate's picture rested inside, like hers had in his compass. She'd kept it all these years, even though she'd undoubtedly outlived the woman, whoever she'd been.

"It's okay to not finish everything," he murmured, reaching for her hand. "We all thought we'd never live forever, especially with the war going on, so we crammed as much life as we could into three years."

She smiled.

"I remember." She turned her hand and laced their fingers together. "You remember that night in Toulouse?"

"I have near perfect recall, but I know what you mean," he said. "We found that stash of rationed bourbon the krauts were hiding from the populace, citing it was bad for morale. We busted it open and Dugan woke up on the roof wearing only a sock."

She laughed, a full, rich sound, and something in Steve sealed, coalescing into a scar. Not quite knit all the way through, but getting closer. He smiled at her, and she at him, and all was right with the world.

At least for a little while.

* * *

"Coulson," Phil said, answering his phone. He had a feeling he knew who it was. The mess in Mexico had been wrapped up with a minimum of fuss, Thor gone back to his home world and Doctor Foster shipping off to Norway within the week. Darcy had even gotten her iPod back, although Phil had filled it with swing and jazz in a fit of pique.

"Coulson, you done cataloguing Destroyer parts?" Nick asked. Phil smiled.

"Just told R&D to put a trigger on it," he said, the doors to the lab swishing shut behind him. "Got something else for me?"

"Yeah. Take a Quin to London and collect Steve Rogers from Peggy's apartment," Nick said. "The helicarrier is en route from Nova Scotia, and you can rendezvous with us there."

"Me?" Phil asked. "You sure you don't want to send Jasper?"

"Jasper's coordinating some things for the Tesserract project for me," Nick said. "I want to get things going on getting the Captain up to date, and you're free now. I assume that Hawkeye is keeping watch?"

"He's roosting," Phil confirmed. "You want me to stay until you've arrived?"

"Might as well. Things are moving right along, and we'll be able to study this thing at our leisure, barring anyone knowing we've got it."

Phil knocked on wood. "Don't jank us, sir, we've still got a lot of things we don't know about this cube."

"Don't I know it, Phil. I'm en route. I'll be there in about four hours. In the meantime, debrief Natasha on your movements. When she's done with Stark, she'll join us here."

"Roger that, sir. I'll pack a bag. Should I..."

"I swear to god, Phil, get the damn cards signed so you stop talking about them."

"Nice to know you do listen."

"Yeah, yeah." Phil could hear the shit eating grin in Nick's voice. "Get packing. And let Nan know you're coming."

"Always do."

* * *

[I'm heading your way in a Quin, Director. Marcus has asked me to fetch the Captain.]

[I'll let him know you're coming.]

[So, are there wedding bells in the future?]

[Quite a bit of cheek from a young man who happens to have his shield on the inside of your forearm.]

[I should never have shown you that.]

[Too late now.]

[It is. Should I bring you anything?]

[No. Let me know when you've touched down and I'll put the kettle on. It'll be nice to see you.]

[Will do.]

"Who are you talking to?" Steve asked.

"The young man I've told you about."

"Agent Coulson?"

"The same."

"He texts you regularly?"

"He and Director Fury do, yes. They're both my protégés, of sorts. Phil took after me more, I think. Marcus has his own reasons for going about things the way he does. You need to remember that. He has a reason for everything he does."

Steve pursed his lips. "I don't like him. He's too secretive."

"You'd have hated me."

"I could never do that."

"You only say that through a lens of nostalgia. I was a hard-nosed bitch and I know it. But it was a role I needed to play."

Steve snorted. "So, what did Agent Coulson want?"

"He's coming to pick you up. It seems SHIELD has finally found a role for you to fill." She smiled, standing and moving into the kitchen. "Just promise me one thing. Never let it swallow you whole. There's too much good to be done in the world, and you worked better as a free agent anyway."

"Is this Agent Coulson a company man?"

She raised a brow, filling the kettle with water and putting it on to boil before she answered.

"Phillip...is Phillip. He toes the company line, but he doesn't hesitate to speak out when things don't ring true for him. You'd like him. He thinks like you."

"What's that supposed to mean?"

"It means he _believes_ , Steve. Even when things are at their worst, he believes in what he's doing to be the right thing. He has heart, and he won't hesitate to jump on that grenade. Erskine would have loved him. There's just enough of a cynic there to temper that boundless enthusiasm."

Steve chuckled, and she smiled, turning back to the stove.

"He'll be here in about an hour. You might want to get packed."

"You don't even know if I'll agree to go."

"I know you. You'll go."

* * *

Phil rapped on the door, and Peggy opened it.

"You're late."

"Caught in traffic. The streets are murder this time of day." He stepped in and pressed a chaste kiss to her cheek, her arms going around him in a hug. "Is that chamomile I smell?"

"Yes. I had a feeling you might want to stay for a moment, get your feet under you before you head back to New York."

"Marcus says 'Hi, Nan.'"

"I'll dance on his grave."

"You probably will, ma'am."

Steve listened to the exchange from the comfortable living room Peggy kept. He stood from the squashy armchair he'd occupied as Phil entered. The agent's eyes locked on his as soon as he entered the room, and Steve had a feeling he was being assessed as a threat. To whom remained to be seen, but then Phil smiled.

Steve wanted to be put at ease, and Phil Coulson managed to do it within moments. He shook Steve's hand, murmured that he was a fan, and Steve took note of the lapel pin he wore. The kite shield, something from his past. These two people were in his corner more than most, he had a feeling.

"Peggy tells me you were the one to pull me from the ice," he said. "I suppose I owe you a thank-you."

"Not at all," Phil said, accepting the mug of tea from Peggy and wiggling his fingers before he chose a biscuit. He sat back, and Steve did too, regarding this man who looked nothing more than like a middle-aged accountant.

"Phil has been my man on the inside for years," Peggy said, and Phil pinked.

"Not like that, really. Makes me sound like a double agent."

"You tattle on Marcus all the time."

"Because it's funny."

Steve smiled, watching the back and forth. He nibbled on a biscuit, his metabolism getting the best of him.

"Really, though. He's a good man to have on the inside." She sipped at her tea and looked at Steve. "He tells me when Marcus steals his donuts."

"My god, that was one time."

"You were in the process of filling his locker with gelatin."

"It was appropriate escalation. Those were the last of my stash of powdered sugar ones."

Steve smiled. He was human, at least. He regarded Agent Coulson, memorizing expressions and facial tics. He had the perfect face to blend into the crowd, but he was hardly unforgettable, with an easy sense of humor and laughing blue-grey eyes that made Steve itch for his pencils.

Phil wouldn't look him in the eye for long, though, and he wondered if that was nervousness because of who he was, or if it was something infinitely shadier. Time would tell.

"So, Nick Fury has work for me?" Steve asked.

"More like he wants to debrief you. Some things have come to light that we think you can explain a little better. From what I understand, things have been relatively quiet since you've woken."

"That won't last long," Steve mused.

"We're kind of hoping it does, thanks." Phil finished the last of his biscuit and drank his tea, humming as he closed his eyes in pleasure. Peggy shook her head at him, and he rose when she did.

"So, I'll expect to see this wayward soldier back on my doorstep soon?" she asked.

"Fury willing, within the month. Unless you don't want him crashing on your couch any longer?"

"Who said anything about the couch?" she said, fixing him with a look. Phil went bright red and shut his eyes.

"Please don't do that, Nan."

"I will hurt you, Phillip James Coulson, no matter if you're Ray's baby boy or not."

"Wait...Ray Coulson. Baby Face Ray?" Steve asked. Phil perked.

"You _did_ know my dad?" he asked.

"Pulled him out from under a tank," Steve said. "He built me five motorcycles in three years. I swear, you could give that man a tin can and he could build a carburetor out of it."

An expression of glee crossed Phil's face, and Peggy laughed.

"Oh, now you've got him started, Steve. You'd best hop on, though. You know how cranky Marcus gets when his schedule isn't followed."

"I'll call you when we hit New York."

"See that you do," she said, taking his mug and Steve's. Steve leaned down, and pressed a kiss to her cheek. She turned, and caught his lips, and he hummed in surprise. "You don't make any more trouble than you have to. I spent a lot of time on that agency, so don't go haring around and tearing it apart."

"Sure," he said, straightening and turning. Phil had turned away, his ears distinctly pink. His aviators were on, hiding a lot of his expression. Steve had a feeling that the Agent was far more professional outside these walls.

He grabbed his duffel.

"Shall we?"

"Sounds like a plan, Captain."

* * *

Phil couldn't quite hide his excitement when Steve sat down on the Quin. He paged through the packet Phil had given him while Phil fingered the cards in his pocket. Peggy had kind of thrown him for a loop, but he'd expected them to be...

Well, he didn't really want to think about it, if he was honest. He was happy for her. She'd gotten a little piece of herself back.

Phil, on the other hand...

"So, it's a real honor to have you aboard, you know."

Steve cracked a bit of a smile.

"I gotta say, it's an honor to meet you, officially. I sort of met you, I mean, I watched you while you were sleeping. I mean, I was... I was present while you were unconscious from the ice. You know, it's really, it's just a... just a huge honor to have you on board."

Steve nodded, his eyes looking a little wild. Phil kicked himself, biting his tongue hard. _You idiot. Look what you've gone and done now._

"So this Doctor Banner was trying to replicate the serum that was used on me?" Steve changed the subject to something safer.

Phil nodded. "A lot of people were. You were the world's first superhero. Banner thought gamma radiation might hold the key to unlocking Erskine's original formula."

Steve watched footage of the Hulk tearing apart Culver University. He flinched when it tore a jeep in half, roaring.

"Didn't really go his way, did it?"

"Not so much. When he's not that thing though, guy's like a Stephen Hawking."

Steve looked at him quizzically and Phil corrected himself, explaining.

"He's like a smart person. Really smart. Erskine and Howard Stark combined sometimes. He's one of the leading minds in his field. It's why we called him in to consult."

"And...he came without a fight?"

"We're not trying to contain him. So long as he doesn't try to hurt anyone, we've come to a mutually beneficent agreement."

"So where do I come in on this?" he asked.

"That's above my pay grade," Phil admitted. It chafed a little, but he had to trust the system. "Director Fury will elaborate soon enough."

"Well, I hope I'm the man for the job."

"Oh, you are. Absolutely. Uh... we've made some modifications to the uniform. I had a little design input." He shuffled on his feet, moving away when Steve stood to look out the window of the Quin as it approached New York.

"The uniform? Aren't the stars and stripes a little... old-fashioned?"

Phil smiled, turning to face him. "With everything that's happening, the things that are about to come to light, people might just need a little old-fashioned. You'll do fine, sir. I know you will."

Steve smiled, and Phil felt his spine go a little melty. It wasn't the tight, nervous smile that he'd worn before, but something much more genuine. Jesus, he needed to get some air. Steve Rogers was going to be the death of him.

Maybe that's why Marcus had decided on letting Jasper handle him from the beginning. Phil was a bit like a nervous teenager, his palms sweaty and his knees knocking, and he wasn't even this guy's soul mate.

That was Peggy, surely. Even if she wasn't, they were obviously in love. He stamped out his train of thought, reining it in right there. Nothing good came of wandering down that road less traveled.

"What's the plan, then?" he asked.

"I'm en route to Fury's location now. You'll disembark here, drop off your stuff, and we'll rendezvous with you three days from now. Shouldn't take that long, actually. But here." He handed Steve his card. "This is my personal cell if you need anything. The address listed on that card is for the SHIELD headquarters in New York. Walk in, let them scan the card, they'll take care of whatever you need."

Steve took it, regarding it for a moment before he pocketed it.

"We'll be landing at JFK shortly, sir," the pilot called.

"Thanks, Clay, we'll get sorted." Phil smiled. "That's you, then."

"Seems like," Steve said. Phil shook Steve's hand, his grip firm and strong, and it was only his imagination that his fingers tingled afterward. The good Captain was gone in a moment, hopping out of the back and striding toward the waiting car.

Phil might have lingered watching him go.

* * *

Echo Base was a shambles. The roar of falling rock surrounded him, and he hurried the squints along the hallways. Scientists carried half-finished projects clutched to their chests, and it was weighing them down.

"Drop it, forget it, go go go!" Phil called, watching two junior scientists struggling to carry a box between them. "You two, Fitz, Simmons -- we need you alive. You can always restart the project. I don't care what's in the box, I need you both alive. Come on!"

Concrete rumbled and Phil braced himself against the wall.

"All personnel, report to the docking bays for extraction. Drop everything, move. Your projects or your lives. Docking bay C-13, and move it. Quins and choppers are waiting for extraction."

_Shit, what the hell just happened?_

There was no noise from Fury on the comms, and that by itself was a disturbing thought. Still, he boarded the last chopper out, flying around the base as it crumbled. He caught sight of the trucks leaving, and Fury's voice crackled through the radio.

"Barton's rabbited with Loki. Hill and I were in pursuit, but he's disabled the truck. Coulson, get down here."

"You all right, sir?" he asked.

"Five by five, but he did a number on the vest. I'm just glad Barton's such a shit shot with a firearm."

"You know he's not. He's fighting whatever that guy did to him," Phil said. He frowned. "What do we do now?"

"What we've been planning to do, Coulson. We get ready. Because like it or not, we're now at war."

 

**Notes for the Chapter:**

> I'm so sorry this has taken so long. I've had to rework everything based on new findings through AoS and Winter Soldier. I had to rework almost all the plot because it became better. Fixed a bit and will cover the fallout from both the show and the movie.
> 
> There will also be a couple more chapters than I thought.
> 
> Hope you enjoy, I'll work on getting more out as soon as possible. C:


	5. Flying Blind

**Summary for the Chapter:**

> New York (almost) falls. Phil (almost) makes it out unscathed.

Steve wasn’t so sure about Agent Coulson.

Natasha Romanoff seemed to trust him, and everyone seemed to look to him for guidance. She told him about the trading cards, and that was something interesting. He didn’t know what he’d done to earn such admiration, but he would take a moment to sign them if the agent wanted.

Later, though.

Right now, the focus was on finding Loki, and Steve shook hands with Doctor Banner, a nervous, dark-haired man who looked as though he was ready to flee the ship. Natasha regarded him with a healthy measure of distance between them. Steve wasn’t sure if it was because of the Hulk or the fact that she didn’t like to touch anyone.

“Word is you can find the cube,” he said to Banner. Bruce looked up, his eyes narrowing a bit as though to try and read something behind Steve’s eyes. After a moment, he pursed his lips.

“Is that the only word on me?” he asked softly. Steve offered him a quirk of his lips.

“The only word I care about, Doctor Banner.” Bruce’s lips lifted in return, and Steve’s shoulders relaxed a fraction.

“If you gentlemen will follow me inside, I’ll take you to the bridge,” she said. “Might be a good idea to get in anyway. It’s about to get a little hard to breathe.”

“Why?” Steve asked. He stepped to the edge and looked down. Bruce did the same. “Is this a submarine?”

“Really? They want me submerged in a pressurized metal container?” Bruce shivered, and Steve could see the lines of tension that held the good doctor taut, like the strings on a guitar, ready to strum out a melody of violence at the slightest pressure of a fingertip. The aircraft carrier began to rise into the air, and Steve caught his breath, his hair whipping in the wind generated by the turbines.

Bruce barked a laugh, looking at Natasha.

“Oh, no, this is _much_ worse.”

* * *

Agent Romanoff walked with a leather cuff wrapped around her wrist. She had never taken it off in anyone’s presence, but Phil knew that she wore it for good reason. She never talked about it, but Phil wondered if her soul mate knew she was out there, even after all these years. At first, he thought it had been Clint, but Clint denied it one night over beers. He’d said that, like Phil, his soul mate had never been revealed to him, so he didn’t think it was Nat.

“ _After all, my name ain’t James._ ”

He paused in the hall, watching her pass.

“Don’t worry, Coulson, he said he’d sign your cards.” She smiled at him, a slight lift to her lips as she stopped to regard him, too.

Phil paled. “You didn’t.”

“Oh, I did. Payback for making me go pick up Banner.”

“Боже мой,” he muttered. She grinned outright then, patting his shoulder.

“Don’t worry, I was very respectful.”

“I hate you.”

“No you don’t, I bring you donuts.”

“Just…briefing room. Stark’s already here.”

“Oh, good, I needed an ulcer today,” she said, rolling her eyes. “He seems very well-adjusted for a guy who woke up to a world at war.”

“Captain Rogers fell to a world at war,” Phil said, adjusting his suit. “He’s not adjusting so much as adapting. Jasper’s been very good with him.”

“Surprised you haven’t jelloed his locker again.”

“Really not appropriate, considering who’s on board.”

“Very true. Stark might take it as a challenge.”

“Come on, we have a briefing to attend.”

* * *

“You really think this is going to work?” Deputy Director Hill looked at him over the rim of her coffee mug. Phil gave a one-shouldered shrug. They were on their way to Stuttgart, and there wasn’t much he could do save for wait. And try not to bump into Steve too much. He was already making an ass of himself with the Captain, and that was the last thing he wanted to do. So he’d retreated to Maria’s office to drink coffee and hide.

She tolerated him because he made a damn good cup of joe.

“Stark is, as always, an unknown. He’s an ass, and he and the Captain will undoubtedly clash. Especially if the Captain brings up Howard Stark.” Phil sipped at his coffee, reclining in his chair across the desk from her. “But really, we’re scrambling here. I don’t like being desperate. And I sure as hell don’t like flying blind, but Loki’s holding every single card, and we need Stark and Banner to narrow things down. They’re the best shot we have. Even Thor alone won’t be able to stop everything, as strong as he is.”

Maria nodded absently, tapping a finger against the rim of her cup. “Did he tell you what he’s aiming for?”

“In R&D? No. All I know is that we’re researching. We’re on a need to know basis, as usual.”

“Well, you know how he is.” A wrinkle formed between her brow as she made a couple more notes. “What do you think about those new recruits on the New Mexico mission. Did they hold up well?”

“Fitz and Simmons showed a remarkable resilience,” he said. “They should be evaluated for field duty soon. How far along are they?”

“Level two,” she said, closing the file and setting it aside. “We’ll evaluate after this. If things don’t explode. Or if the X-Men don't blow up the moon first.”

“They haven’t yet.” And wasn’t that the key word? "Wait, the X-Men?"

“It was a very vivid dream. And we should be fine on the explosion quota. No thanks to Stark.”

“Amen,” he said, sagging back in his chair.

* * *

The helicarrier shuddered, and Phil skidded into the wall. Agent Marks swore as she dropped her cup of tea, and the porcelain shattered on the slanted floor.

“The hell was that?” she asked, leaning against the wall. Phil’s eyes narrowed.

“Barton.” He sucked in a breath. “Loki came too easy. It was a bluff. I knew something was off. He wasn’t a prisoner, he was bait.”

His gut churning, he squeezed her shoulder. Blue eyes came up, and she snapped to attention, years as his junior agent stiffening her spine.

“Get the non-requisite personnel to the storerooms. They’ll be away from the fighting. Don’t let them take you, but don’t get anyone killed by taking unnecessary risks, all right?” She nodded and he patted her shoulder. “Good. Get going.”

“Where are you going, sir?” she asked.

“I’ve got to head to R&D, clear them out and lock it down,” he said. She nodded.

As she ran down the hall, he cut the opposite way, ducking through the halls as he listened to the frantic chatter on his earpiece.

_Hostiles on the third deck. Armed with submachine guns and–_

_Hostiles on second deck, heading toward the bridge—_

_It’s...oh, shit, it’s **Barton** , he’s—_

_No, please—_

_–like machines, my god, they just executed that guy—_

Phil turned it down to a dull roar, polished shoes clicking on the metallic floors as he booked it to R&D. The scientists, following procedure, had locked it down. He padded through the silenced halls, looking at the tech. He knew he was going to assist, and he’d need the firepower.

Ah, there it was. On the pedestal in the ‘war room’, where all the experimental equipment was left, sat the newest fruits of R&D’s labor. Labeled Test Model RX-456D, it was big, it was intimidating, and it was heavy. He smiled, petting over the black chassis.

“What do you do?” Phil mused as he looked over the gun. Seemed simple enough. Flip the switch, power the reactor, then fire. “Whatever you do, I like you.”

A roar echoed through the craft from end to end.

_Banner is loose, I repeat, Banner is loose—_

_Target sighted, engaging target._

_Target angry, target **ANGRY** —_

It sounded like Banner was clear of the helicarrier at that point. The next logical step would be to see to the Hulk tank, since it wasn’t put to use for its intended purpose. He hurried down the hall. If he ran, he could make it. The chill in the air seemed foreboding. Still, Phil moved to the containment room, the gun propped solid at his hip.

He watched Loki trick his brother into the tank, and then threaten to drop it. He stepped in.

“Move away, please.”

* * *

“You’re going to lose,” he said. He could taste the copper on his lips, and feel the rattling of his breath as he inhaled. He knew it was the end.  His vision was fading, wobbling in and out of focus as he regarded the demigod. The Destroyer rifle was laid across his lap, and he could feel the mechanism charging. Eighty-five percent.

He could have done more than this. He could have tried harder. His only regret was that this was his sacrifice play. Loki was still in the way of his barrel. He could do some damage, at least. What was it he had said to Thor?

They think you immortal, but we both know that’s not true, don’t we?

Loki turned, his eyes sweeping across the face of the downed agent. “Am I?”

Ninety percent. “It’s in your nature.”

“Your heroes are scattered, your floating fortress falls from the sky... where is my disadvantage?” Loki’s smile was ingratiating, humoring a downed foe. A cat toying with its supper.

“You lack conviction.” Ninety-five percent.

Loki’s eyes narrowed, and he opened his mouth. “I don’t think—“

Phil looked at the smoking hole in the wall, a wry smile gracing his lips. Blood trickled down his lips, curling into the collar of his shirt, staining it nearly to the kite shield that rested in his lapel.

“So, that’s what it does.”

* * *

Dying hurt a lot more than they let on.

Phil could feel the blood draining from his chest, even as he tried to keep Director Fury in his blurring sight.

He coughed. “I'm sorry, boss. The god rabbited.”

“Just stay awake. Eyes on me.” Fury knelt next to Phil, his voice commanding.

“No. I'm clocked out here. M’sorry, Marcus,” he said.

“Not an option.” Nick snapped his fingers in front of Phil’s face. He tried to focus, his vision doubling and tripling. “Eyes on me.”

“It's okay, Boss. This was never going to work...if they didn't have something...to...”

He knew he had to hold on for the medics, and for the rest of them. They weren't going to be able to do this without him. He took a bubbling breath, his words tinny in his ears. He was so tired. His eyelids drooped, and he fell silent. His chest didn’t rise again, and Nick reached out, gentle fingers closing his eyes all the way.

“Agent Coulson is down.”

“Paramedics are on their way.”

“They’re already here.” Fury’s voice was grim. “They called it.”

Half the length of the craft away, Steve looked down at his hands, his knuckles going white as his jaw flexed.

* * *

"Phil."

The voice woke him, and he stretched. Summer sun hit his face, and he blinked the spots from his eyes as he looked around him. Bees buzzed in the garden, and he saw the small figure bent over the flowerbed, digging in the moist, rich earth.

"Good morning, sleepyhead," she said, turning to smile at him. Holly. His Holly. Blond hair pulled back in a messy bun, her fair skin burnt a bright pink by the sun even under her large garden hat, she knelt in a long t-shirt (one of his old school shirts, he saw, go Irish) and a pair of overalls, dirt smudged across her forehead.

He looked around again, remembering...but no, this was her house in Portland, he was here for the weekend.

Wasn't he?

"Holly," he said. She smiled, picking up a trowel. "Did I sleep long?"

"Not too long," she said. "You want to help?"

"Sure," he said, and then looked down at himself. He was still wearing his work suit, name badge and all. That wasn't right. He always changed out of his uniform before visiting. He never let on to Holly what he did.

"Oh, don't worry about it now," she said. "Just come and help me get these planted, before their roots dry out."

He didn't have much of anywhere to be, after all. It was the weekend. He could get it dry cleaned. He shrugged, and squatted next to her in the garden. She handed him a spare pair of gloves and a trowel. He drew them on, flexing his fingers in the sturdy leather, and dug a hole for the first potted flower.

She pulled the temporary pot off of a marigold, and handed the small plant to him. It was bright red, with streaks of yellow throughout, and Phil was reminded of Tony Stark's armor as he looked at the delicate petals.

" _The truth is...I am Iron Man."_

He could see him then, brash and full of his own kind of fierce defiance. Tony Stark was a headache, it was true, and Phil would never admit it to the man's face, but he respected him a lot more for the questioning of authority and the defiance that led to him joining the Initiative with SHIELD, if only on a consultant basis. He gave a faint smile and placed the marigold in the hole he had dug, smoothing the soft earth around the roots and giving it a fond pat before he turned to dig the next hole.

"They're beautiful, aren't they?" Holly asked.

He hummed in agreement, digging in the earth again. Holly handed him a delphinium, the dark purple blooms rich as a thundercloud that was pregnant with the sort of rolling strikes of lightning that heralded either heavy storms, denizens of Asgard, or both. His lips quirked in a faint grin as he remembered the first time he'd seen Thor for what he truly was.

" _Know this, son of Coul. You and I, we fight for the same cause – the protection of this world. From this day forward you can count me as your ally."_

And an ally he had been. He'd found his way back from Asgard when the Initiative had needed him the most. He was a fighter, true, but he was also the most noble man that Phil had the pleasure of knowing. Thor fought his hardest to protect, using his great strength and speed to protect Earth – Midgard, and Jane Foster.

He smoothed the earth over the delphinium's roots, digging another hole where Holly pointed.

His head wasn't as fuzzy as before, and the air was full of the sound of fat buzzing bees as they sampled the fruits of his labor. They dug more holes for the plants, sweat beading at his temples and upper lip. She handed him a geranium, the lush pink with the deep red center reminding him very much of Pepper.

She'd called him Phil, much to Stark's dismay; it was a small victory in a string of battles waged with the billionaire's ego, and it made him just the tiniest bit smug. Still, he was glad she was happy. She kept Stark grounded, kept him fighting for the right things, and she was just as much responsible for Stark doing the right thing as he was. Phil smoothed the dirt around the roots and smiled. He liked Pepper.

"Next one," she said, and handed him a gladiolus. The large cup of the flower was a deep, rich red, tapering out to sharp points at the base and on the petals. It was a delightful little flower, and as he placed it in the ground, Natasha's face swam into view. Sharp and foreboding on the outside, but with a fierce protective streak for those she cared about, the spy had defected to the United States, and then to SHIELD, when it seemed that she could do the most good. She still thought her past deeds needed avenging, though. He smoothed the dirt over the roots of the plant.

She was doing her best, and that was what mattered the most right now. She'd wipe that red from her ledger yet.

A snapdragon was placed in his hands next, along with one of Holly's sunny smiles.

"Be careful, this one's delicate."

It was, he could see. It was fragile, and almost as defiant as Stark in some ways, but it wasn't Stark he saw in the bright purple bloom. It was touched with jagged streaks of red, and he placed it in the ground, wondering if a pot on a balcony wouldn't suit it better. Clint would approve, he thought. Something solitary and brash about the little flower, just like the archer.

Clint might have been closed-mouthed about a lot of things, but as his handler, Phil was privy to a lot of them. He'd helped Clint work through a lot of them, and in some ways, he felt a little like the father Clint had never known. He didn't know if the assassin felt the same, but he was proud of the kid regardless.

The next plant placed in his hands was one he didn't recognize. Beautiful and a delicate purple that darkened to black at the tips, it curled in on its center as if to protect it.

"It's a rare one," Holly said, sitting back on her heels and working a kink from her back. "It's called a Protea flower."

Phil placed it in the ground, smoothing over the roots as his mind wandered to Dr. Banner and his exploits. A good man, although with the dash of the unknown that made him dangerous. He and Stark made unusual colleagues, he and Pepper made unusual friends, and he and the rest of them made a phenomenal team. His fingers brushed the flower petals, a small gesture of respect, and he turned for the next one.

The bright orange of nasturtium caught his eye, and he smiled. The small, sturdy flower was Captain Rogers to a tee. He remembered leading the team to find him, helping get him to land and recovered, and at long last meeting his hero. He hadn't gotten his cards signed yet, he hadn't had time. There would be time later. Captain Rogers always made time to speak with anyone who needed him, he'd just ask for a minute later.

He smoothed the earth over the plant, the orange flowers bobbing in approval. The next one, however, made him pause. Lavender wafted to his nose, and an old saying of his mother's came to mind.

" _Never trust lavender, unless you're looking to kill what ails you."_

He took the plant, the dark eyes and cunning face of Thor's brother swimming into view. He placed it in the ground with reluctance, almost as if killing the plant could prevent Loki from striding the earth.

It hadn't prevented it the first time.

Nor had it prevented his crippling attack on the helicarrier. Phil frowned, the memory coming back to him. It was fuzzy, but the pieces fell into place as he smoothed the rich earth over the roots. He looked down at his suit and saw the darkening bloom of red on his white dress shirt.

"Ah," said Holly. "You get it now."

He looked up. Holly stood next to him, looking down at him. In the shadow cast by the brim of her hat, she looked almost pale...skull like. He shook his head, a wry smile on his face.

"Holly was never much of one for gardening." And that was true; she'd hired landscapers as long as he'd known her.

A trill of laughter escaped not-Holly. "Ah, you always were a detail man, Phil. Walk with me?"

He stood, dusting his knees off and leaving the half-planted row. The garden stretched much farther than a small back yard in Oregon should have; he felt as if he could walk miles before seeing the end of the rich natural beauty. If he were to try, it was probably true.

"I don't understand," he said, hands in his pockets as he paced alongside the woman. "Am I...dead?"

“Very nearly,” she said, and stopped to pluck a sprig of hydrangea flowers from the bush. She brought it to her nose and inhaled the scent. “You’re currently in surgery. Unfortunately, you won’t make it. I’ve foreseen it.”

“So, why am I here?” he asked. “Shouldn’t I be…dying?”

“Well, would you rather stand here and talk with me, with the beautiful weather, or would you rather gasp out your last moments on an operating table as your lungs fill with fluid and your heart stops? All in all, I think this is rather nicer.”

“You do have a point.” Phil reached up and caught a cherry blossom. It felt real. It smelled real. "Who are you?"

"Phil, you  _know_." And, all of a sudden, he did.

"Death," he said, his voice quiet.

"Told you that you were a detail man." She tucked the sprig of hydrangea behind one ear. "You're so entwined with Chance and History, you've written yourself a Destiny."

The way she said it levered importance to the words, as if they were beings instead of concepts. Although, he was speaking to the embodiment of Death, so that might just be an understatement. Phil gave a mental shrug. He'd blasted a demi-god back to earth, he could deal with the embodiments of ideas manifesting themselves.

It was amazing what he was willing to accept right about now.

He turned to the landscape, the long vista of beautiful trees and flowers, as peaceful a place as he could manage to think of. Was that why Death had brought him here? Surrounded him in comfort, worn Holly's face? Was it to lull him into security?

"No, I didn't choose the place," she said. He slid a glance to her. Now she wore Natasha’s face, her hair pulled back and clipped behind her head, green eyes turning to regard him with a small smile. "You did. Your personal heaven looks exactly as you choose. As for me? I can look like anyone I choose."

"Didn't think I was good enough to get into Heaven." he said.

"Saving almost the entire population of New York, and subsequently, the world itself, tends to balance the scales in your favor." Her smile was wry. "Even if you did it obliquely."

He chuckled. "Nice to know."

He turned to look at the view again. It was beautiful, and he inhaled the scent of green growing things, flowers and trees and the wet, rich earth. It smelled like home, but he didn't know enough, wasn’t comfortable enough, to stay just yet.

He tipped his head back to look at the sky.

“I never even got to meet my soul mate,” he whispered. It was almost lost with the warm breeze that blew through the hydrangea, shirring blossoms down on their shoulders. Death stopped at a bench he would have sworn wasn’t there before, but it looked like it had been there forever. She sat, and held a hand out to him.

He took it, sitting next to her and feeling the trigger callouses on Natasha’s hand, just as he remembered them.

“Would you like to know who it was?” she asked, and Phil nodded, not looking at her.

“When would I have found out?” he asked.

“I don’t know. I don’t deal in Possibility, only what Is. I am the only Absolute in the universe, after all. Well, me and taxes.” She took a breath, and Phil relaxed, leaning back against the warm wood of the bench as his eyes closed. “But I know you would have loved them very much.”

“Well, of course. I waited almost fifty-one years for them. My…my fifty-first would have been in two months,” he said.

“Passage of time doesn’t matter here. Where have you got to be?” He looked over, and Clint’s warm blue eyes regarded him. He grinned, his legs crossed at the ankle as he leaned back. “Come on, Phil. You lived a good life, and fought the good fight. You _earned_ this. It’s the golden watch, the pension plan. You don’t even need a 401k. You should know, though. They waited much, much longer for you.”

“Was it Holly?” he asked, out of habit. She was younger than he was, but…he’d heard a theory about souls boomeranging to be back with their chosen any way they could. “Could she have been?”

“No. She played beautifully, but it wasn’t your red string she wore on her pinkie, although she loved you every moment she had you.” Nick leaned his elbows on his knees, Death speaking through him. “Good guess, though.”

“Who, then?”

“Do you really want to know?” Death asked, and he could sense that the being had shifted shape again, but before he could raise his eyes to her, his chest began to hurt. He clutched at his bloody work shirt, sliding from the bench to his knees. “Wait. Phil. What are you…hold on. _No_. This isn’t right.”

“Death?” he asked, his vision going dim. He had a brief glimpse of the face she wore before his sight faded completely. “Death, where are you?”

“Phil, what have they done? What have they _done_?” Rage filled the being’s voice, and Phil shuddered. “They’re messing in my domain now. They’re not going to like me when they see me. Phil, I need you to let go. Let go. Come back to me.”

“I’m trying. Hurts,” he moaned, his chest feeling like it was on fire. A bright light suffused his vision, and tears streamed down his cheeks. “No, don’t…stop.”

_–he’s not responding to the treatment. I need another dose of GH-325. Don’t argue, just—_

“Please, let me die,” he said. His mouth was dry, and it felt like there was acid in his brain. His limbs were sluggish, like they were bolted to the table. He strained, and found he was strapped down, his arms and legs strapped to the table to keep him still. His cries echoed through the chamber, and he could feel the eyes on him as he stared up into the bright lights.

“…please. Let me die,” he begged.

_–he’s stabilizing. Keep him awake. Don’t sedate him. We need to reconstruct the neural pathways so we can implement TAHITI. I want him monitored—_

“No, please. Stop. **_Please_**. Let me die. Let me die, I was happy. Don’t do this,” he said, searching for Death in the harsh light of the operating table. “I saw them. I almost knew…p-please. I want to go back.”

_–need you to stay with us, Phil. We’re going to get you through this. You’re going to get through this. Hang on, oh, dammit, he’s crashing again. Get me the epinephrine, now, **move** —_

* * *

Phil woke to the smell of mango and passionflowers. He blinked, shifting on the clean sheets, his chest feeling like it was lit up by Christmas lights. Nick Fury sat next to his bed, and a tired eye met his as he struggled to sit up.

“You damned fool idiot,” Nick said. Phil cracked a smile. “I’m going to beat the hell out of you when you can walk again.”

“Nice…” Phil’s voice was a rasp, and he coughed, grimacing. Nick poured him some water, and he sipped it through a straw. “Nice to see you, too.”

“You realize I’m the only one who knows you’re even back yet, right?” he asked. “We had a scare stitching you up, and you were so touch and go that we didn’t know if you were going to make it. Loki’s staff nicked your left ventricle. You’re fucking lucky he didn’t try to eat your damn heart. What in the hell were you thinking?”

“Thor needed backup.” It sounded stupid, even to his own ears, but he tried to remember what had happened, coming up with a blank. His head hurt as he tried to concentrate on it. He let it slip away for the moment, the haze of the morphine drip too much. “Loki was gonna drop him.”

“Loki _did_ drop him, right after spearing you like a salmon. So don’t give me that. You rest.” He turned to the open windows.

“Where am I?” he asked.

“Sigma Base, in Tahiti,” Nick replied. “And it’s damn good to have you back, PJ.”

“Damn good to be back, Marcus,” he said. His eyes slipped closed, and when Nick turned around, he was asleep again. He stepped out into the hallway, pulling the door shut behind him. Agents ducked away from him as he swooped down the hall like a bird of prey, his eye fixated on the door to the outside. When he reached it, he stepped away from the helipad where his Quin waited.

Nick pulled out his cell and punched in his secure line. It was answered on the first ring.

“Melinda May.”

“May, this is Fury. I have a new assignment for you.”

**Notes for the Chapter:**

> Here we are, another chapter. I know how tedious it is to rehash movie events from something we've all seen, so I decided to try a different approach. I added little vignettes in between bits.
> 
> This chapter focuses mostly on Phil, so I think we'll see a Steve-centric chapter here next. Things are rolling downhill toward the events of Winter Soldier. (I suppose that means I need to watch it at some point.)
> 
> Hopefully it's not too disjointed. I hope you enjoyed.
> 
> (A side note: Holly is my version of the cellist, conceived way before Audrey. As I like my version better, I'll be using her instead. I don't really buy into the "Phil never lied to me" schtick and her whole episode just...left me very lukewarm on the subject, if I'm honest.)


	6. Every Little Piece

**[April 20 th, 2011, Undisclosed SHIELD safe house in Venezuela]**

“Jasper,” Fury said, and Jasper looked up, standing as the Director swept into the room. “Clean?”

“Yes, sir.” Jasper held up the last of the planted bugs, dismantled and non-functional, and only the size of his thumbnail. “EMPs took most of them out, I just swept again and found another sub-sonic model. Looks like AIM tech. They’re trying to be smarter.”

“God help us,” Nick said, indicating a chair. Jasper sat with a snort. “I have a mission for you.”

“Sir?” he said.

“You’ve been a long-standing company man, you toe the line, and you’re good at what you do,” Nick said.

“Don’t butter the bread before you toss it to the ducks, sir. What am I doing?”

“You get that from Phil,” Nick said, and Jasper wasn’t sure if the look he was getting was fond or annoyed. “Always wants me to cut to the chase. Anyway. You’ve heard of HYDRA. Everybody and their mother has heard of HYDRA.”

Jasper nodded. “Defunct, but still worth noting. We stumble across caches of old war tech buried deep in AIM and Ten Rings safe houses every blue moon or so.”

“What if I told you it’s not all old war tech?” Fury asked.

“I’d call you a liar, but I know better, sir,” Jasper said. He tilted his head, squinting over the top of his glasses at the Director. “What are you getting at?”

“I’m thinking, and this line of thinking doesn’t leave this room,” Nick said, his voice soft. “HYDRA may not be as dead as we thought, and that’s something I don’t like thinking.”

“What’s my role?” Jasper asked.

“I need a mole. Phil’s been impressed with your patsy for a long while now. I’m boosting you from Level Five to Level Six. Potentially higher as need arises. Periodically, you’ll get encrypted communiques from me. I want you to infiltrate any known HYDRA cells.”

“Where?” he asked.

“Within SHIELD.” Jasper gaped at the Director, who fixed him with a stare from his solitary eye. “I know you think I’m paranoid, but I’ve got good reason to be. I need a man on the inside. There are some things I just can’t do myself. You’re the man on the inside I need.”

Jasper looked down. “What’s my cover?”

“Upset at being passed over for promotion by Phil Coulson,” Nick said, and Jasper looked up. “I never said this wasn’t gonna be hard. And it might potentially drive a wedge between the two of you. But I need this info, and you need to be ready and willing to do whatever it takes. This is important.”

Jasper swallowed.

“I know it’s a lot to ask.” Nick straightened, and Jasper got the feeling he was about to leave.

“When do I start?”

* * *

**[England, August 9 th, 2013]**

Steve woke to the sound of the television playing softly in the kitchen. He stretched, reaching for Peggy, but she wasn’t next to him and he frowned. Sitting up, he glanced at the clock and noticed it was nearing three a.m.

_“Clean up efforts in New York continue under the watchful gaze of Stark Industries, whose CEO Pepper Potts has assured the American people that she and the Stark Industries family of companies place high value on relief efforts,”_ the TV continued, as Steve shuffled down the hall to the bathroom, scratching his stomach. “ _While the Manhattan attack is still fresh in everyone’s mind, post 9/11 America has seen and rebounded from much worse. Many lives were saved by following new safety procedures put into place after the terrorist attack on that fateful day. Now, many people are living to tell the tale, thanks to six costumed heroes who stepped in to face the brunt of the attack, including Manhattan’s own Iron Man. But the heroes don’t stop at the Avengers.”_

Steve listened to the clink of dishware in the kitchen, his hearing fine tuned to the sounds of Peggy bustling about and making tea. She was…hesitant, moving slowly, as though she was still tired. He didn’t want to sneak up on her, so he started the water in the bathroom and brushed his teeth, hoping she’d hear him.

_“Many of the police, firefighters, and emergency personnel who escorted citizens to safety and drilled in their spare time for just such an occasion are being lauded today in a ceremony held by New York mayor Michael Bloomberg. Six firefighters were injured during the rescue of several citizens through fires and explosions, but miraculously, not many were hurt, thanks to the evacuation and protection from Avengers Captain America and Black Widow. Rescues were also aided by the Hulk, which surprised a group of police who had a run-in with the Avenger in Harlem in 2008.Tbe heroes distracted the invaders, officially labeled ‘Chitauri’ by the global security branch SHIELD, and allowed rescue efforts to proceed relatively unimpeded.”_

The channel changed as Steve brushed his teeth, smacking the taste of sleep from his tongue as he listened idly. He spat, rinsing his mouth with cold water.

“ _The US supreme court today issued a ruling overturning the restrictions non-soul mate matrimony. For years, since the early 1900s, there was been a ban on non-mated civil unions. When the ban was lifted in 1983, there were hefty restrictions and even some outright refusal to recognize non-mated pairings as a legal union, such as the infamous Prop 238 in Oregon, Prop 95 in California, and the Civil Union amendment in Texas. Now, however, all restrictions have been overturned, and it has been deemed unconstitutional to deny non-mated couples the same benefits that mated couples have enjoyed for years. Restrictions and provisions on healthcare have been lifted, and legislation has begun moving forward to protect the rights of these citizens.”_

“They still haven’t gotten that through their heads after seventy years?” he asked softly, and Peggy turned, the kettle in hand.

“No,” she said. “Not yet. Technically, up until the early eighties, what we’re doing could have gotten us tossed in jail.”

“Good lord,” Steve said, his frown deepening. “What about all those people who married and had children?”

“Most lied,” she said. “It’s easy enough to forge a Bonding certificate if you know the right kind of people, and before it became legal, the right kind of people were everywhere. It’s easy to fake it, if you really love someone.”

“What about people like Gabe, whose soul mate was his sister? Or did they never account for that?” he asked.

“Gabe married a lovely French woman after the war,” Peggy said. “Margot Triplett was a peach, and he even took her last name, he was so smitten with her. Lovely woman.”

He chuckled a little at the idea.

“You did what you had to back then. His grandson’s a legacy. He just earned specialist status.”

Steve padded over to the stove where Peggy was waiting for her kettle to boil. He draped himself around her, big and warm and she leaned back against his chest, fitting like she had so long ago.

“Phil…never bonded with anyone,” she said. “He was a lot like you.”

She’d done her mourning in private, even from him, and had emerged from her sewing room with red-rimmed eyes and tucked straight into Steve’s chest.

“I got to know him, a little bit,” he said. “Never did get to sign those cards.”

“He’d have loved that,” she said. “You were all he talked about some days.”

“Oh?” Steve asked, tucking his chin over her shoulder as he listened.

“Sometimes, he said it was what kept him going,” she said. She took one of his large hands in her smaller ones, and laced their fingers. “Got him through Basic, and SHIELD training, and tough ops. He wanted to make you proud of him.”

“Wish I could tell him that,” he said softly.

“I wish you could too,” she said. “He loved you.”

Steve paused, listening to her breathe for a moment. “Are you going to be okay?”

“Of course I am,” she said. “What else is there but to pick up and carry on? I’d do a disservice to his memory if I lay down and let it end me. He was a brave and good man, and he went to his end knowing he served a better cause. Like someone else I know.”

Steve squeezed her around the middle and digested that piece of information. The news droned on in the background, and life went on around him.

Maybe it was meant to be that way. He didn’t have that answer, so he simply buried his nose in Peggy’s hair until the kettle whistled.

* * *

**[Location: Undisclosed SHIELD Hospital, California]**

The blonde doctor opened the door, brown eyes casting about for her 12:00. She saw him, and moved forward, low, sensible shoes moving without sound even on the tiles. Clint supposed that was because she was a SHIELD agent, and old habits die hard for the field trained ones. He still had to consciously make noise in order to not startle civilians.

“Clint Barton?” she asked, and he looked up, his eyes dark and circled. The blue hadn’t come back, and he wasn’t about to let it, his hands shaking until they held a bow again. He had to be useful.

“My name is Anna Marks, do you remember me?”

“Yeah,” he said, and his throat felt like sandpaper. “You were Coulson’s…you trained under him.”

“That’s right,” she said, smiling. “I’m here to help you out. You want to come in and talk with me for a little bit?”

“I guess,” he said, shrugging. “Don’t know what good it’ll do.”

“That’s the point of therapy,” she said, offering him a seat on the couch. “You thirsty?”

“Not really. Did the whole ‘drink a liquor store’ thing last month. Didn’t work out so well.”

“I heard. They found you in the gutter and got you to medical.”

“I don’t wanna talk about it.”

“All right, what _do_ you want to talk about?” she asked.

“Anything but that.”

“All right,” she said. “Tell me about the new apartment you leased.”

“It’s good,” he said. “I got a dog.”

* * *

**[The Triskelion, September 19 th, 2013]**

“Melinda,” he said, and she looked up. Director Fury leaned on the doorway, his arms folded as he watched her stamp and collate. “I need a favor.”

“Sir?” she asked, regarding Fury carefully. “You’ve never asked for a favor.”

“Come with me,” he said. She rose from her desk, locking her station, and they took a ride to the executive office, where he locked the door and dimmed the lights. “Display Project TAHITI.”

“ _Operative Melinda May is not cleared to access Project TAHITI under clearance advisory J-9LL.”_

“Director Override, authorization, Fury, Nicholas J.”

The screens blanked out, then lit with video, and Melinda started to swear in Mandarin.

“Is that an LMD?”

“No. It’s the real deal. We managed to save his life.”

Melinda stared for a long time at the video of Phil Coulson breathing as he read in the comfort of a hospital bed. Every once in a while, he would turn the page.

“What’s he reading?” she asked.

“Louis L’amour.” Fury stood at parade rest, his hands behind his back. “ _The Quick and the Dead_.”

Melinda watched him turn another page, his eyes flicking across the words as he absorbed the story.

“He looks…good.”

“He’s going to be released for active duty on Tuesday. I’m giving him a team. And I need you to be a part of it.”

“For?” she asked. “You know I don’t…”

“Relax, you’ll just be the pilot.”

“I’ve heard that one before.”

“That’s why this is a personal favor for me. I need you there, Melinda. I need you to keep an eye on things for me. I can’t lose him again.”

“Do I want to know how he was brought back?” she asked.

“That’s a question only you can answer. But the less you know, probably for the better. Something in the wind is changing.” He turned and the windows undimmed, revealing the Potomac River below his office.

“And you want to be three steps ahead.”

“Five, if I can wing it,” he said. “Coulson is one of those steps, always has been. He’ll know what to do.”

“And if he doesn’t?” she asked.

“That’s where you come in. Can I count on you?”

“You always could, sir. When do I start?”

“Wednesday. Make him work for it.”

“Understood.”

* * *

**[England, September 20 th, 2013]**

“Director Fury has a mission for you,” Jasper said, his voice almost hushed in Peggy’s presence. He held his mug of steaming tea untouched between his interlaced fingers. “There’s some things going down in DC that he’d like you to be on board for.”

“I suppose this is me earning my keep?” Steve asked. Jasper nodded. He set the mug down on the coaster provided. “Will you be my CO?”

“No, I’ve got other things to attend to. My days as your handler are over. After…Agent Coulson passed, we’ve all had to pick up a lot of slack.” Jasper swallowed, and his eyes looked hollow, tired. Steve reached out and squeezed his forearm, and Jasper shot him a grateful look.

“Understandable,” he said. “Now what?”

“Recruitment won’t take the place of experience, as you well know. From now until the foreseeable future, Agent Romanoff will be your partner and SHIELD liaison.”

“Natasha?” he asked. “Well. All right.”

He hadn’t seen her since New York, but he was always pleased to work with someone who might be considered a colleague, if not a friend.

“You’ll need to make a flight to DC by Friday,” Jasper said. “You’ll be contacted within the week with the next phase of your mission.”

“What will I be doing?” he asked.

“That, unfortunately, is above my pay grade,” Jasper said. “You’ll have to take that up with Director Fury.”

“You can be sure I will,” Steve said. He stood, as did Jasper, smoothing his tie before he turned to Peggy.

“Thank you for your hospitality, ma’am,” Jasper said. She nodded, tight lipped, and didn’t offer to walk him to the door.

* * *

**[Paris, France, September 21 st, 2013]**

Grant’s phone rang two chirps that signaled a secure line request. He retinal scanned the camera, and then answered the call.

“Line is secure, Agent Ward speaking.”

“Ward,” came the voice, and Ward straightened unconsciously. “I have an opportunity for you.”

“Sir.” Grant held the phone to his ear with his shoulder as he finished assembling his sniper rifle from its case with practiced, easy movements.

“In three days, you’re going to be pulled out of Paris.”

“But my mission—“

“This mission is better, son, now listen. Maria Hill herself is going to pull you. Make sure she vets you. Make sure you make it onto this new strike team. You’ll see why shortly. I’ll contact you soon with your orders.”

“Yes, sir,” he said, snapping the silencer on his barrel. The line went dead, and he tossed his phone onto the bed.

* * *

**[Location: Undisclosed SHIELD Hospital, California]**

“Hi,” she said, leaning over and peering at the magazine he was trying to pretend to read. “I know you.”

“Sure you do,” he said, slumping a little in his seat and meeting her gaze. Large chocolate eyes crackled with mischief as she regarded him, pushing a wing of curled dark hair over her shoulder.

“No, everyone in SHIELD knows you. Barton, right?” she asked, and he flinched. “You work with Romanoff.”

“Not anymore,” he said, his voice a little hoarse. “You got somethin’ to say?”

“Not really,” she said, smiling. “Just saying hi. You do good work. I saw Manhattan.”

“You musta not been on the helicarrier.” He could see the faces; still hear the screams at night.

“No…I just got my level three clearance a couple weeks ago. Now for the battery of psyche evals before I get to go into the field.” She leaned back, twirling one of her careful curls around her finger. “You been waiting long?”

“Too long,” he said. “Been doin’ this for six months.”

“Oh.” She frowned. “Listen, I’m gonna go get a candy bar from the vending machine. I’m gonna get you one too. You don’t have to eat it, but I’m gonna get you one.”

He watched her get up and saunter away, jeans and a t-shirt belying the rolling carefulness of her step. She was trained in stealth. She walked like Natasha. That, in and of itself, was a comfort to him. She was not Natasha, not the milky white of her skin, this new woman dusky skinned and beautiful all the same.

She came back with a Zero bar for him and a coke for herself, a packet of crackers balanced on top.

“Here,” she said. “It’ll make you feel better.”

He took it without a word, setting it on the seat next to him.

“So what’s your story, Morning Glory?” she asked, opening the packet of crackers with her teeth and munching on one. “You still going through therapy?”

He nodded. She watched him, still nibbling on her cracker.

“S’not so bad you know,” she said. “Listen, therapy is good for you, or that’s what they tell me. I dunno if I buy into it, but…in this business, if they wanna help you, you take it. Your candy bar’s gonna melt in here.”

He looked down at the crumpled silver packaging, drawing his knees to his chest.

“You remind me a lot of the friends I made when—when I was little,” she said, and he caught the little hitch of her breath as she lied. His head lifted, and he regarded her, his chin on his knees. “Guess that’s not fair to you. We’ve all got our problems.”

“You’re fine,” he said softly, and his voice was hoarse. “Thanks for the candy.”

“Sure,” she said, opening her coke and taking a long swallow, cutting her eyes away. When she glanced back, he was already gone.

But then again, so was the candy bar.

Minor victories, at least.

* * *

**[The Triskelion, September 24 th, 2013]**

“May,” he said, and she looked up, her eyes widening as she took in Phil Coulson in the flesh. “I need a favor.”

“No,” she said.

“I just need you to drive the BUS,” he said.

“Why me?”

“It’s a very nice BUS,” he said, wheedling. She hated it when he wheedled, because she knew from experience she’d end up doing it anyway. Still, she did as she was ordered.

“No.”

* * *

“What the hell is Jasper Sitwell doing aboard a civilian vessel?” Steve asked, narrowing his eyes at the screen. The Lemurian Star’s coordinates displayed as they closed distance and a satellite ping showed the ship coasting silently through the water.

“Who knows?” Natasha said. “He’s working something for Fury. We don’t know what.”

“Above your pay grade?” he asked, his lips twisting in a sour expression.

“Do you want these hostages to die, or not?” she fixed him with a look. “Trust Fury. He’s been doing this a long time.”

“So have I,” he replied. Still, he moved off, grabbing his helmet and strapping it on.

“You do anything fun Saturday night?” she asked.

“Well, all the guys in my barbershop quartet are dead. So no, not really.” He tugged his chinstrap tight and made sure his shield was secure.

“You know, if you asked that girl in accounting out, I’m sure she’d say yes,” she said.

“That’s why I don’t ask.” He pounded his fist on the ramp release button, his eyes fixed on the night sky.

“Too shy, or too scared?” she asked, yelling to be heard above the whipping of the wind. “You know, the rules have changed since you were last out there.”

“Too busy,” he replied, his feet already taking him off the ramp and into the dark of the night, the rush of air past his ears and the thunder of his heart focusing him on his mission ahead.

**Notes for the Chapter:**

> I'm incredibly sorry this seems to be taking so long. I finally got around to seeing Captain America 2, and I had to rework the entire plotline to make sure that things were doing what they needed to be doing.
> 
> Meet Agent Anna Marks and Agent Amara Kota, respectively. Both are OCs I am incredibly fond of, even if only one of them belongs to me. The other belongs to my talented friend prevalenceofinsanity on tumblr. Thank you for letting me borrow her!
> 
> There's a lot of rough things coming to a head in the next chapter, which is well under way. Thank you for sticking with me through this, Constant Readers.
> 
> (Bonus points for guessing the reference I slipped in there.)


	7. Dead Drop

**Summary for the Chapter:**

> “Anything that’s human is mentionable, and anything that is mentionable can be more manageable. When we can talk about our feelings, they become less overwhelming, less upsetting, and less scary. The people we trust with that important talk can help us know that we are not alone.” ― Fred Rogers

“It’s your bed, isn’t it?” Sam Wilson asked. Steve turned around.

“Excuse me?”

“Your bed. It’s too soft. When I was in Afghanistan, I used rocks as pillows. I got back, and—“

“It’s like sleeping on a marshmallow.” Steve swallowed. “Yeah, a little bit.”

Sam shook his head and smiled. “You know, we meet on Saturdays.”

“I’ll…keep it in mind.”

* * *

 “Please…let me die.” Phil’s body arched as the cattle prod was applied to his ribs. His jaw locked, and his hands clenched so hard the knuckles cracked. Maybe the bone would split, gleaming and wet against the backdrop of pale fingers. He had a vague sense of himself screaming through gritted teeth and bleeding gums. The taser was removed, and he had the impression someone was standing over him.

Edison Po was gone. The girl in the flower dress. They’d called her…Raina. His brain was a slurry, and his breath came in wet, heaving pants as he looked at her, blood running into one eye.

“He won’t hurt you anymore,” she said, and her voice was soothing, cool fingers smoothing damp hair from his forehead. He looked over and saw Po’s body being shifted away. “He’s outlived his usefulness to the Clairvoyant.”

“But I haven’t.” It was a statement, and Raina smiled.

“You haven’t, no. You see, this is the one thing the Clairvoyant _can’t_ see. They want to know what happened to you. Don’t you?”

“You realize I’m a trained SHIELD agent. One of their best interrogators,” he said, his breathing feeling like he was doing it through half-set gelatin. “You won’t get any classified information out of me.”

Raina’s smile didn’t change, but her eyes went flat, like pools that had ice right beneath the surface. Phil’s jaw flexed, and he calculated his chances of getting out of this one.

“I'm not interested in those secrets. The Clairvoyant can see within any agency, any government. He knows what the President dreams about at night. I want what you want to uncover a different secret, the secret SHIELD is keeping from _you_.” She reached out, and he tried not to flinch away as she pushed the sweaty hair from his forehead. His whole body juddered, the residuals of the taser still making his nerves dance and jump outside his control.

He closed his eyes.

“I know about you, your psychological evaluations,” she said, her voice soft. She was a spider, but he’d run up against worse. “Your love for helping people. How the death of your father was a defining moment in your life.”

His eyelids twitched open.

“When did you get the call?” she asked.

_I was eighteen and in jump school._ His lips remained pressed in a thin, pained line that made the edges of his mouth pale and white. _He was shot because I wasn’t there to protect him. I could have shielded him._

Long brown fingers painted over the edge of the machine, leaving the rust of blood behind. His blood. His breathing quickened a hair, and she cupped his jaw.

“This machine is a modern miracle. All funded by someone who just wants the truth. It induces theta brain-wave frequencies to help uncover the secrets buried in the subconscious. If you cooperate, you can surf those waves.”

Phil shook his head, struggling to sit up and draw a full breath without pain. “I've gone surfing. This is definitely not like surfing.”

“Don’t you want to know? Why you can’t access your retrieval report? Why you can’t find out any information on your recovery? Why your own medical records are sealed? SHIELD took away your civil right to see your records, keeping personal information from you.”

Phil hesitated.

“Did Director Fury give you a reason?” she asked. She was unnervingly close, leaned over him with her hand on his chest, concern a mask she wore, brown eyes still flat and lifeless. He swallowed. “Did he tell you _why_?”

Slowly, almost against his will, he lay back.

“Show me what happened,” she whispered, clamping the theta wave generator over his head again. “Let’s find out, together.”

  ** _I gotta say, it's an honor to meet you, officially. I sort of met you, I mean, I watched you while you were sleeping. I mean, I was... I was present while you were unconscious from the ice. You know, it's really, it's just a... just a huge honor to have you on board._**

 “No,” she whispered, skimming her fingers over his cheeks. “Too far back. Cooperate with me, Phil. I’m going to show you the truth.”

  _ **Things sped up, like a tape wound tight and on fast-forward. Faces passed—Jasper, Nick, Peggy. Anna Marks, graduating the Academy with high marks and a socio-psychology double focus. Shaking his hand, accepting his internship. Holly, her blonde curls passing over bare shoulders as he lifted them away from the nape of her neck to kiss it before a performance. Steve Rogers, larger than life and warm, standing next to him in the Quin.**_

 “Come forward, Phil,” Raina coaxed. “Forward.”

  ** _The helicarrier. Loki’s cruel smile as the staff entered his chest._** He shuddered, arching up off the table, his back bowing and his heels drumming the metal in agony. He screamed. He wished he could swallow his tongue. _His last words to Fury._

 “Death is a woman,” he mumbled. Raina ignored him.

  ** _I need more. Give me more—Phil stay with us—_**

 “What is Tahiti?” Raina asked.

“It’s a…magical place,” he said, barely above a whisper.

“What _is_ it, though?”

“I don’t…I don’t know. Let me die. It hurts. Please. Please, let me die.”

“Only when you can tell me what Tahiti is.” She stroked his hair, cooing to him like one would a child.

“It’s…magical…” Blood spilled from his lips, coating his tongue as he coughed. He tasted pennies.

“Unhook him,” Skye said, leveling her weapon at Raina. “Do it. Now. Get it off of him.”

Raina raised her hands, stepping away and into May, who slammed her down onto the table and cuffed her. Skye jerked the power cables out of the back of the processor, and the machine whirred to a stop. She closed warm hands over Phil’s chilled ones, and he turned sightless eyes to hers.

“Shh,” she said, as he opened his mouth. “Come back to us, Coulson. We’ve got this. Shh. Come on. Come back to me.”

Slowly, his gaze cleared. “Holly?”

“No…sorry.” He focused, and saw Skye’s face, drawn and pale. “We’re here to save the day.”

“I—“

“It’s okay. Come on, let’s get you out of here, AC.” She unbound his wrists, and paused. “You have a mark.”

“What?” he asked, looking down stupidly at his wrist. A faint series of lines was seeping into the skin below his pulse on his left wrist, like ink dripped onto paper. “No. Can’t be. I don’t have a—“

“We need to go,” Melinda said, poking her head in the door. “Can he walk?”

Skye covered the mark with her fingertips, glancing up at Melinda. “If not, I’ll carry him.”

“Come on, then,” she said. “Let’s get out of this hellhole.”

Skye bolstered her shoulder underneath Phil’s and they staggered toward the light and the waiting cars.

* * *

  **[Location: Undisclosed SHIELD Hospital, California]**

One year. One year and he’d been sidelined, forced to handle his shit and get it together before he was allowed back in the field. Fury’s orders. His hands clenched and unclenched, the tendons working like overwrought bowstrings, and he breathed deep through his nose, a relaxation technique Bruce had taught him.

“Well hey, stranger,” a voice said, and his eyes snapped open. He wondered if she would see the blue lurking below the surface and recoil, know the danger he was. “Remember me?”

“Zero bar,” he said. “Was good. Thanks.”

“That’s me,” she said, sitting down. “Back again for another eval. You still coming too?”

“Yeah. Gotta be five by five before they’ll let you on an op again,” he muttered, one knee to his chest and the other dangling. “S’good thing, too. Wouldn’t want to endanger my team, be the weakest link or make a bad call by bein’ the crazy one.”

“Nah, you’re not the crazy one,” she said, and she held out another candy bar. He reached up and took the silver-wrapped treat, looking it over. “Trust me, with the stuff that goes on around here, you’re positively sane.”

“Ain’t that the truth,” he snorted. “Never caught your name, Zero.”

“It’s Amara. Agent Kota if you’re nasty.”

“Think I prefer Zero.”

She snorted, and then Doctor Marks called his name. She swung her feet at him as he passed, and gave him a little thumbs up as she sipped her coke.

* * *

 Steve woke at one in the morning in a cold sweat. The dream, half-remembered, faded from his sight as he lay in bed. He was on his back, chest slowing from heaving breaths as his heart stopped its rapid fire beneath his ribs and returned to its measured thud.

What had his dream been about?

He couldn’t remember.

He sat up, reaching for the music player that Natasha had gifted him when he arrived. It still took him a minute to remember what the sequence was to start it up, but when he did, and placed it in the dock, he’d managed to get the song he wanted right off the bat.

 “ _I know some places and I seen some faces_

_I got my connections, they take my directions_

_What people say, that's okay, they don't bother me, no_

_I'm ready to make it, don't care 'bout the weather_

_Don't care 'bout no trouble, got myself together_

_Laughin', no cryin', my protection's all around me…_ ”

He stood up, the music filtering softly through his apartment, and he scrubbed a hand over his face. Nightmares. Things he didn’t get with Peggy, warm and content, sleeping next to him. Two months couldn’t make up for seventy years, but he was damn sure trying, and he knew it was best to gather roses while he could. Stretching until his back popped with a ripple of muscle, he shuffled into the kitchen to put on a pot of coffee.

_“I come up hard, baby, I've been for real, baby_

_With the trouble mind, movin', goin' tight_

_I come up hard, come on, get down_

_There's only three things for sure_

_Taxes, death and trouble, oh_

_This I know, baby, this I've known, baby_

_Hey now, let it sweat, baby, ooh—_ “

He poured himself a cup and added sugar, stirring pensively. His brow knit and he reached for his phone.

“Steve?” Peggy asked.

“Did I wake you?” he asked softly, stirring his coffee again.

“No, I woke up early. I have the yearly exam at the end of the week. I’m always a little lighter sleeper when it comes due.”

“Oh?”

“SHIELD sponsored. I think it’s because some pencil-necked accountant wants to begrudge me the pension I earned before he was even a twinkle in his father’s blank stare.”

Steve suppressed a chuckle. “I think it’s just for their records.”

“I think they’re trying to study me. Because I’m ninety-five this year and I look like their mothers.” He could hear the sound of pouring water. “If only they showed me the same respect.”

“I could talk to Fury,” he offered.

“No, it’s just a yearly physical,” she said. “I’ll live.”

“If you’re sure?” he asked. “I mean, I am right here, and I know he—“

“It’s all right,” she said. He listened to her bustle about the kitchen for the moment before she spoke again. “You’re up late.”

“Nightmare,” he said. “And I missed you.”

“Flirt,” she said. “What about?”

“I don’t remember,” he said. “Which is strange, because I usually can.”

“Possibly just a night terror,” she said. “I know you, you’ll try and comb your memory until you get it. You should rest while you can. You being in DC is not only a job, but a veiled threat from Nick. You’re the muscle, and you know how he thinks. He won’t hesitate to use you if he thinks he needs to in order to keep the council satisfied.”

“You _are_ vicious.”

“I was the one who demanded the council be put in place,” she said. “A lone director with no one to answer to for his actions? That’s a terrifying thought.”

He made a noise of assent. “True enough. Look, I’m sorry I called so early. I guess…I guess I just missed hearing your voice.”

He could almost see the smile she wore, fond and not a little exasperated with him.

“Steve,” she said.

“I know, I know. But…I spent seventy years missing it. So.” He was red, rubbing the back of his neck. “I guess I’m just old-fashioned.”

“Sometimes, that’s what the world needs.”

The echoed words hit like a fist to the chest, and he was silent for a long moment.

“You going to be okay?” Peggy asked.

“Yeah,” he said, his voice soft. “Yeah. It’s nothing. Just wanted to tell you good morning before I went back to sleep.”

“Good morning,” she said. “I’ll see you soon, right?”

“Right,” he said, sipping his coffee.

“Good. I love you.”

“I love you, too.” He listened to her breathe for a moment before he ended the call, setting his phone face down on the counter.

“ _I come up hard baby, but now I'm cool_

_I didn't make it sugar, playin' by the rules_

_I come up hard baby, but now I'm fine_

_I'm checkin trouble sugar, movin' down the line_

_I come up hard but that's okay_

_'Cause trouble man, don't get in my way_

_I come up hard, baby…_ ”

* * *

Phil sat in his office, poring over the photos of the TAHITI project. Surgery after surgery, scars so thin he couldn’t feel them when he scrubbed his scalp to wash his hair. The only evidence he’d been there at all was the gnarled scar on his chest, puckered and pink. He rubbed his hand against it.

“You need to put those away,” Melinda said, leaning against the doorway.

“I...can’t,” he said. “I need to know why.”

“Staring at them won’t bring you any closer to the answers,” she said.

“No, but what else can I do? We’ve got to uncover it. This…it’s not what SHIELD was for. This isn’t the organization I signed up for.”

Melinda moved into the office, her hands coming out and spreading over the gory pictures. She gathered them up and stacked them neatly back into their folder.

“You have been up for six days,” she said. “You need sleep, a hot meal, and downtime. In that order.”

“We don’t have _time_ ,” he said.

“We _do_ ,” she said. “Listen, you without sleep makes you the king of bad decisions at times. I’m being generous with my assessment there. You go haring off after threads, and we’re not going to go anywhere. We’ll chase our tails into the dust and we don’t want that. Instead of claiming we’ll waste time, think of all the time we’ll save with our CO clearheaded.”

He swallowed, rubbing at his forehead. He glanced at the folder, then at her.

“You’re right,” he said. His brain was buzzing and his teeth were grit more often than not as he struggled to remember. He knew forcing things would only hurt things more. “You’re right.”

“You’ve been playing fast and loose with protocol,” she said, and he realized she was leaning her hip on the corner of his desk, a hand on his neck. It was a gesture of intimacy, but one from one agent to another, one who _understood_. He looked up.

“Talk to me, Coulson,” she said.

“It feels a little bit like I’m silly putty and I’ve been stretched in all directions,” he admitted. “Like ‘butter spread across too much bread’ as Tolkien would have put it. I just…I don’t know where to go from here.”

“We go up,” she said. “Just remember, like Skye’s parents, this isn’t going to be something you’ll like the answer to – or they wouldn’t have kept it from us.”

He nodded. “The Clairvoyant wants to know. So do I. We’re going to start at the bottom, root out all the secrets we can find. Good or bad, I—“

He swallowed, and Melinda moved away, fetching him a bottle of water from the mini-fridge.

“I need to know.”

She nodded. “Then…as your second, please trust me to help how I can. You can’t do this alone.”

“Who do I trust?” he asked, spinning the bottle in his hands before he took a long drink. “Out of all of SHIELD, Fury would be the one, but…he’s kept this from me for a reason.”

“He has,” she said, and with his head down he missed the look of discomfort that crossed her face. “But his reasoning must be sound.”

“Knowing Fury, it could be anything.” He sighed. “I’m spinning my wheels, May. I don’t know where I’m going, but where I’ve been…I can’t keep trusting in a system that would keep this from me.”

“You need sleep. And food.” She gathered the folder and locked it in the safe, punching in the combination and sliding the large plaque with the SHIELD eagle on it down, hiding the wall safe. “And then some time off. We could all use the break.”

“You’re right,” he said, rubbing his eyes. They itched like he’d been petting a cat and that was when he _knew_ she was right. “Wake me in four hours?”

“Promise me eight and I’ll buy breakfast,” she said.

* * *

  **[Location: Undisclosed SHIELD Hospital, California]**

“How is the apartment building going?” she asked.

“S’crappy,” he said. “Too many people want all up in m’business, and I just want a damn nap.”

“Kate?” she asked.

“She left. Took the dog,” he said. He covered his eyes with his arm where he lay on the couch, refusing to look at Anna. He rarely looked at her, and she’d noted the behavior. Clint Barton was ashamed. It just manifested itself in different ways with him.

“Kate left? Why?”

“Cause I screwed up. I always screw up,” he said, low enough that she had to strain to hear him.

“I don’t think that’s true.”

“If I didn’t, then why’s Coulson—“ He stopped, abrupt, and sat up, his hands dangling between his knees and his head down. She waited for him to resume speaking, but after a long while she realized he’d retreated into his own thoughts. It was the first time he’d mentioned his fallen handler in over a year. Perhaps this was the breakthrough he needed.

“I miss him too, you know,” she said quietly. He slumped, sinking onto the couch with his head in his hands. She reached out and put a hand on his shoulder. “We miss everyone that fell. And we remember.”

“I killed him,” he whispered. “I killed all of them.”

“No, Clint, you didn’t,” Anna said. “I’m telling you this because it’s the truth. You didn’t kill him, because you weren’t you at the time. Loki…wasn’t something we trained for. You couldn’t have known what was going on. Agents died that day, yes. But what did you do the second you came out of things?”

“I picked up m’bow,” he mumbled. “Wanted to put an arrow in Loki’s eye socket.”

“That’s right,” she said. “You’re not a murderer. You’re a victim, just like everyone else.”

“Wish t’god I could believe that,” he said.

* * *

The storage space wasn’t expensive, a hole in the wall that charged her several hundred pounds a year to store a suitcase. But they took cash and they didn’t ask questions. It was a good thing. She mused on it as she pulled out her key, clicking down the lot’s aisle in her sensible heels.

Her snubnosed .38 in her purse was a cold comfort. She raised the garage door just enough to duck inside, and pulled it down behind her. The bare bulb came on after a moment, warming slowly in the heat of the early morning. A bare folding table with a small briefcase greeted her, covered in a layer of thick dust. She hadn’t been back in a year, and nothing had disturbed it since she’d last touched it.

She blew a breath out through her nose, brushing the dust from the old leather case. The refrigeration unit was still doing its job, and she changed out the battery before dialing in her combination and then swiping her thumb across the lock mechanism. The case popped open with the hiss of pneumatics.

Three vials left.

The liquid flowed like water, bright pink to almost the point of luminescence in the light of the dusty bare bulb. She tilted it, checking the viscosity before thumping the vial gently. Still good. Swallowing, she set it in the injector before rolling up her sleeve.

Peggy hissed when the needle entered her arm, the liquid draining into her blood stream before the chill started. It radiated up her arm and centered itself in her chest, and she coughed a little, the cold stealing her air for a moment. She disposed of the needle and empty vial into a plastic bag in her purse, replacing the injector.

She rolled her sleeve down and buttoned it, swallowing.

The Infinity Formula was almost gone. She’d better be finished when it ran out. Looking down at the case, the empty spaces for vials far outnumbered the filled spaces, forty-eight in total. She brushed her fingers across the leather.

Almost guilty, she wondered if Steve would mind.

Still, she vowed to tell him.

When he returned from the US, she’d sit him down and tell him her time was limited. She sighed, closing the case with another pneumatic hiss. Peggy smoothed her hands over the leather, rubbing it with her thumbs.

Soon. She’d tell him soon.

**Notes for the Chapter:**

> More Douleur, moving faster and faster into territory that hasn't been charted yet. Phil's mark is starting to show, faintly coalescing into the name of his intended. It's slow going, and I've always believed these marks to be a gradual occurrence. The shock comes when you look down and realize the random squiggles on your arm are now someone's name.
> 
> My Phil is going to be a bit different from the Phil you're used to on AoS; I find, as I write, the more I have the urge to have people call him out on his behavior and question him. And I think that's a good thing to have as an Agent of SHIELD -- someone to press into the outbursts and tell him "No, what was said was out of line, and in the way you're acting it shows me that you're not fit for duty."
> 
> I wish Hand had jerked him up short, or even Maria, so you might see more of that here. If you don't agree with the interpretation, that's also fine, but, well, it's gonna happen regardless.
> 
> For all of you who have commented so far, thank you for the kind words! I do read each and every comment. Most of the time I'm a dingus and don't reply to them, however.
> 
> Chapter Eight soon. It will not be a happy one.


	8. It's the End of the World (as We Know It)

**Summary for the Chapter:**

> **“The worst thing you can do right now is underestimate HYDRA. They hide in plain sight. They earn our trust, our sympathy. They make us like them, and when you hesitate, they strike. If we're to survive, we must learn to strike first.” – Victoria Hand, _Turn, Turn, Turn_**

The hold music cut out at almost exactly three minutes into his phone call. Phil swallowed, straightening unconsciously.

“Company.”

“Yes, I need access to a restricted file. Bravo Charlie Yankee Three Oh Seven Six Oh Four.”

There was a clicking sound on the other line, as though the agent was entering the requisite information. It hadn’t worked the last time, but Phil…he had to try. Just once more. He trusted the system.

He rubbed his wrist, where the black squiggles that covered the vein and tendon were the least of his worries. The marks had shown up just after his ordeal with Raina, and hadn’t gone away, seeming to thicken in his sleep. He normally kept it wrapped under an ace bandage, but it was past lights out on the BUS and he was in his office, his shirt sleeves rolled up and his tie off.

“Authorization code?”

“X-ray Two Eight Nine Six.”

“You’re looking for a death and recovery report, sir?”

“Yes. A SHIELD agent. His recovery took place in Tahiti.” He clamped his lips over the conditioned phrasing, biting his tongue so hard he tasted copper.

“I'm sorry, but you don't have access to that document, sir.” The clerk tapped away again, more than likely noting his second attempt to access the file.

“I have level eight clearance, I should be able to read it,” he said, though he didn’t think it would be that easy. Nick wanted this file buried, it’d be in the Marianas Trench if he thought it necessary. He knew, also, that Phil would don his diving suit if it meant getting to the bottom of it. He had his reputation for thoroughness for a reason.

“The system indicates that you don't. Would you like to submit a formal request to Director Fury, sir?”

Phil sighed a breath out through his nose. Nick would be pinged on this, most likely. “No, thank you. That will be all.”

The line went dead and he resisted the urge to fling his phone against the wall of his office, the angry scream boiling in his throat. Instead, he set his phone face down on his desk and sat down on his pullout bed. He looked down at his wrist, trying to make sense of the squiggles on his skin. It was like hieroglyphs, in a way. He could almost make out letters. Almost like handwriting, but enough that it seemed like an optical illusion.

Sighing again, he dressed for bed, his wrist wrapped. Secrets everywhere, and the keys just out of reach. He was getting tired of puzzles.

* * *

“See, I took a seat on the Council not because I wanted to but because Nick asked me to, because we were both realists. We knew that despite all the diplomacy and the handshaking and the rhetoric, that to build a really better world sometimes means having to tear the old one down. And that makes enemies. Those people that call you dirty because you got the guts to stick your hands in the mud and try to build something better. And the idea that those people could be happy today, makes me really, really angry.” Alexander Pierce gestured out toward the Potomac.

Steve followed his gaze, looking out at the river, the city beyond. It was picturesque, quiet. Steve wondered for how long. Something was boiling beneath the surface, like the undertow in a calm sea.

He hated to admit it, but he was hardly impressed with Alexander Pierce. While he was an upstanding man, had earned his accolades, there was something that Steve couldn’t put his finger on, but he’d learned right after the experiment that had made him what he was that his gut was the one to follow. Something about the way he talked smacked of oil in the back of the throat, like someone had stuck a wick in the can of cooking fat because they couldn’t afford candles again.

The words that fell from Pierce’s lips tasted _greasy_. Steve wondered if it was so he’d swallow whatever line he was being fed easier.

He followed Pierce’s movements with his eyes, his face impassive as the other man talked. He looked for tics, for tells, for _something_ , and he had the thought that Natasha would have read him like a book, cover to cover, six times over already.

He wasn’t cut out for the spy life and it left him feeling very, very old.

He returned his attention to the present, blue eyes hard as Pierce continued.

“Captain, you were the last one to see Nick alive. I don't think that's an accident, and I don't think you do either. So I'm gonna ask again, why was he there?”

“He told me not to trust anyone.” Steve was buying himself time, gauging Pierce’s reactions, and he watched as the man considered this.

“I wonder if that included him.” That same clouded oil taste on his tongue, and Steve decided that he was done talking. He picked up his shield and strapped it to his back, sliding it into its harness with a click.

“I'm sorry. Those were his last words. Excuse me.” He turned to go.

“Captain.” Steve turned back, regarding Pierce with his hands locked on his belt, knuckles flexing white beneath his gloves. Pierce was watching him, his eyes narrowed. “Somebody murdered my friend and I'm gonna find out why. Anyone gets in my way, they're gonna regret it. Anyone.”

“Understood.” On more than one level. Steve turned on his heel and left.

* * *

_Out of the shadows, into the light._

The cry came, seventy years in the making, and silent. Silent as the grave. Arnim Zola spoke, his voice tinny through a speaker as a whole bunker full of magnetic tapes whirred, their song started by the hand of the man who began it all. It revolved around him, like a ripple in a pond, growing larger and larger as more than pebbles hit the pond.

In Zurich, a man shot and killed his squad mates as they slept in their beds, his eyes flat as the _pok_ of his silenced pistol echoed in rapid succession.

In Tokyo, Ten Rings operatives entered through a window as the agent on watch donned a black mask. Blades gleaming in the dark, they butchered the base, the frantic signals for help never making it to the satellites swirling above their heads.

In Chechnya, a bomb detonated at the US embassy, placed there by an American operative. He watched it from a second story window, and smiled.

In California, SWAT teams swarmed a hospital, firing on civilians while wearing SHIELD issued tactical gear. Clint Barton and Amara Kota were yanked into Anna Marks’s office, their breathing like frightened rabbits as counter agents swept the building, seeking survivors.

In Ghana, rebel forces were ambushed and executed by SHIELD agents, the footage broadcast to CNN for all the world to see. Hands put the information into place, paid people to place it on the air.

Around the world, soul mates cried out as names on their wrists disappeared, without word or warning.

SHIELD never saw it coming.

**_Hail HYDRA._ **

* * *

Phil didn’t dare show weakness in the midst of things. Garrett had turned on them. Agents he didn’t know personally, but he would have come to their aid, turned AR-15s on them, sighting along their barrels. He felt a pang there, remembering Garrett laughing and drinking with him after their last mission together. He was a friend.

_“Damn, I must be getting old. Either that or I drank a lot more in my 30s than I remember.”_

Phil was too damn old for this shit. He suddenly understood Nick’s consternation with everyone.

He sighed internally as he watched John sleaze over to them, pushing between two of the turncoats.

“I was happy when I heard you'd made it through.” John was smiling. Phil didn’t like the light in his eye. It was off, and he wondered if he’d gotten so old he’d missed the signs, or if it was friendship blinding him to the truth.

“So happy you had me tortured for three days to find out how I did it.” His tongue had become acid these last few weeks, and he knew it, but he had no way of making it stop now. His hand clenched as he watched John tilt his head and smile again, as if he were a grandfather in his dotage basking in the attention of a favored son.

“I didn't enjoy that. Phil, this is me being honest.” He spread his hands wide in a ‘who, me?’ gesture, like he was some sort of rascally scamp that the TV audience would laugh at. Like he expected Phil sigh, put his hands on his hips, and to go ‘oh you’. Cue laugh track, roll credits. Heeeere’s Johnny.

“No, John, this is you being a _psychopath_ ,” Phil snapped. Something shuttered in John’s gaze as he didn’t play to the script in Garrett’s head. He turned to Melinda.

“I know you'd follow him to the grave, so...” Melinda’s lips remained sealed in a thin line, but her eyes narrowed a fraction. Phil swelled with pride for her. She’d been…everything through this, and he’d been paranoid enough to suspect her.

If they got out of this, he had a lot of groveling to do.

Fitz was trembling beside him, tears pouring down his face. If Phil were to have regrets about this – and he was about to die, he might as well be honest with himself, he _did_ have regrets – he would regret putting Leo through this. He was a kid, and he deserved a much better end than this one, the end of a SHIELD agent.

Less than a handful made it to Phil’s age without retiring first, one way or the other. The pension or the tombstone.

Garrett turned his gaze on Fitz, who straightened, swallowing.

“As for you, Agent Fitz, you'd hold a very high rank on our Tech Division if you volunteer. If not, you'd have no rank and a lot of pain. Of course, either way, your services _will_ be required.”

“You're gonna suffer for what you've done.” Fitz’s voice was thick with emotion, and it made his brogue even thicker. “And I... I plan on being a very big part of that.”

Garrett grinned and slapped Fitz on the shoulder. “I like you, kid. All right, let them have it, but shoot _that_ one in the kneecaps. We need him.”

Phil tensed as they stepped forward, raising their rifles.

Suddenly, the lights went out and Fitz dropped to the floor, scurrying away. _Good boy_ , Phil thought, snatching up a wrench with the intent of putting it through John’s thick skull.

_I really am getting too old for this shit._

* * *

“You called me?” Maria asked, striding into the control room. Jasper looked up, his eyebrow raising a fraction.

“About an hour ago. Where were you?” She watched him, her eyes taking in everything, especially the careful mannerisms with which he held himself. Jasper was meticulous to a fault usually, but now he was being careful of being careful. Something was very wrong, and she knew what it was already.

It had almost gotten her mentor killed.

Still, she raised a brow right back at him. “I was planning a funeral.”

Jasper’s expression sobered, his eyes flicking over her face. She could read the real regret in his shoulders before he became shuttered again. “I’m sorry.”

She didn’t answer, one hand on her hip as she regarded him. He turned to the console and called up a video feed. Natasha Romanoff stood next to Steve inside an Apple Store, her fingers flying over a keyboard as she decrypted something.

“I was wondering if you knew anything about this,” he said.

“No.” Her tone was flat, but she turned to the screen, allowing her lips to lift in a half-smile. “But I’m not surprised. That’s Captain America you’re after. He tends to inspire a certain amount of loyalty.”

“When’s the service?” he asked.

“Friday.”

Jasper’s expression was unreadable, and Maria had known him long enough to know when he was hiding something. He wasn’t being subtle about it, either, which made the hackles on the back of her neck stand on end. It hadn’t been this way since Madripoor, all her senses screaming at her to run, to get out, to flee and flee and flee. Still, she calmed her racing heart and turned to go. She had paperwork to collect, and several other tools to get to Director Fury undercover.

“As soon as it’s finished, you’re going back to New York,” he said. She turned back, incredulous.

“Why?” She asked. Fear fluttered through her, worse than when Loki had taken the Helicarrier, because at least she could shoot at him.

This…no. Her spine stiffened, the inner well of icy calm that had served her well over the years flooded into her, making her numb. She would survive. She would tear out their throats with her teeth if she had to, but she would survive.

She’d done it before, and she would again. She forced herself to _focus_.

“You’re off the investigation,” Jasper said. He approached, as though he were forcing himself to be casual. Maria counted her heartbeats. “The Director feels your connection to Captain Rogers is a liability. SHIELD demands loyalty, too.”

He stressed the word loyalty, and Maria’s eyes narrowed a fraction, trying to grasp his meaning. Was he telling her something? Her gut told her yes. He gave her an assessing look and then turned to go, leaving her in the communications room surrounded by the buzz of voices, coordinating agents to take their one last hope away.

She walked out of the building, even as her gut screamed at her to sprint.

* * *

“Captain America has defeated the Helicarriers at the Triskelion. But his status his unknown.” Victoria Hand stood, watching the monitors as Phil approached, her voice heavy. She turned to look at him, her mouth seaming shut as she regarded him.

“…and SHIELD has fallen.” Phil felt the words drop like ashes from his tongue, Victoria’s grim gaze cementing the idea in his head. Twenty-eight years of flawless service – minus New York’s aftermath – and it all came crumbling down. He worried for the Captain, his hands twitching as he turned to look at the footage repeating on the news. The Tricarriers crashed into the Triskelion over and over as he watched.

Was Steve in the wreckage somewhere, beaten, bruised and bloody? Did he live?

“HYDRA factions have taken control of our east African headquarters and the Treehouse. And those are just the ones we _know_ of. It’s bedlam out there. Communications across the globe are disrupted, whole cells have gone dark overnight.” Hand gestured, and the screen that was normally so comforting with its green web of connected lines was blank, save for a few glowing dots.

Phil considered. There was the Icebox, the Slingshot. The Raft, the Cube. So many things to take in, to check. And anyone who tried would need a squad, at least. Lord help them if the Raft or the Cube had been breached. Abomination was on lockdown in Antarctica, but who knew if that was still the case?

How many of them were left?

Nick was gone. That sliced sharp, like a scalpel through his raw and aching psyche. While he hadn’t been very kind in his thinking toward Nick these last few days, he was still his friend. He was still _Marcus_ , his spotter.

Snipers always worked in pairs, and a sniper without someone to watch his back was a dead man. Phil hadn’t been there to watch Marcus’s. What would Peggy say?

He scrubbed a hand over his face.

There was too much to do. He couldn’t afford to grieve yet. He couldn’t afford a full out breakdown. He would seclude himself later. Now, his company needed him, and he was a company man.

Til death do him part, and beyond.

“It's gonna be a scramble, a power grab.” He looked at her. “Where do we start?”

The corner of her lips lifted in approval. “I'll head to the Fridge. At least that facility is secure. You wrap things up here, and we’ll settle things properly. I’ll transmit you orders as necessary. Right now, you and your team are most useful mobile. You can check on things I can’t, and that’s needed. I’ll take Garrett with me, and we’ll coordinate when you’re in the air.”

He nodded. “Aye, ma’am.”

“Agent Coulson, you’re the highest ranking agent I’ve got. Desperate times. I’m upgrading your security clearance to nine, which means exactly bupkiss in the face of what Romanoff has done. All our information has been splashed onto the internet for the world to see. We have no secrets to keep.” She raised a brow at him. “But you’re needed, and you’ll be my eyes in the sky.”

He escorted her down the hallway.

“I’ll need to coordinate the prisoner transfer.”

“Sir?” Ward said, falling into step with them. “I’d like to accompany Agent Hand, if I may.”

Phil glanced at Victoria, who gave Grant an appraising look.

“You want to help me out?” she asked.

“He was my CO for a long time. I feel like this is my responsibility. I should have seen it coming.”

“We were all caught flat footed,” Phil said.

“All right, Agent Ward, you’re with me.” She strapped on a shoulder holster. “Coulson, I’ll contact you when I reach the Fridge. You can come pick up Agent Ward when we’re done locking Garrett down.”

“Aye, ma’am.”

He saw the agents and their prisoner into a Quin and jiggled John’s cuffs to check the fit one last time. Garrett gave him a droll look, his face a study in smug contemplation, and Phil resisted the urge to casually threaten to backhand it off of him. Instead, he shoved him into a seat and fastened the cuffs to the O-ring between his knees.

“Hope you like the Fridge. Hear it’s better than Ryker’s.”

And that was that.

Or so he thought.

* * *

Sam sat, reading, as Steve slept. He knew that sooner or later Steve would wake. He’d seen the guy pull off stranger stunts before. All he’d needed was someone to believe in. Natasha popped in and out, covert even as she danced around the committee hearings and told them in no uncertain terms that they weren’t going to arrest any members of SHIELD that were innocent of the HYDRA plot.

Sam never knew when she would appear, or even what she would look like at this point. She seemed to pop out of the damn floor sometimes, and shock the shit out of him. She seemed to take great pleasure in this, however, so he couldn’t begrudge her, although she did scare the bejeezus out of him by stepping out of the closet once.

For now, however, it was quiet, save for the _Trouble Man_ soundtrack on repeat and soft in the background. Steve didn’t shift, didn’t stir, but Sam could wait.

The nurse came in and changed the bandage on Steve’s stomach, and Sam helped her, hauling Steve’s unconscious bulk up and holding him. She rearranged him, then looked again at the inside of his left wrist.

“Was that there before?” she asked.

“Was what there?” Sam asked, looking. Beneath his admittance bracelet was a spidery skein of black, almost like a tattoo. That couldn’t have been the case, though. Steve Rogers couldn’t get tattoos – the ink wouldn’t stay. The serum broke it down.

Something clicked for Sam and he tugged the bracelet down to cover it. That was something private, for Steve’s eyes only. “His soul mate.”

“You think?” she asked. “It almost looks like a name.”

“I don’t know. It’s not clear enough to read,” he murmured. “Maybe he’ll wake up soon, and it’ll get clearer. Meanwhile, can you bring me some gauze to cover it?”

“There’s always hope,” the nurse said, patting his hand as she finished the chart and bustled out.

* * *

“All right, Miss Carter,” said the doctor, his hands warm on her bare shoulders. “I need you to take a deep breath for me and hold it.”

She inhaled, and he listened to her lungs. She held it, her heart thundering in her ears, and then let it out when he removed the stethoscope. She was freezing, teeth chattering in the air conditioning as she sat in her trousers and a bra on the exam table.

She’d been here for an hour already, and the doctor had hemmed and hawed, finding nothing wrong with her. Of course he wouldn’t – that’s what the serum was _for_ , after all.

“Well,” he said at last. “There’s nothing physically that sends up any red flags. You are, in fact, the heartiest ninety-six year old woman I’ve ever seen. If I could bottle what you’re doing, I’d never be a doctor again.”

Peggy chuckled, reaching for her blouse.

“There’s a couple more questions I have to ask you before you go,” he said, moving behind her as she fiddled with her buttons. “And one more thing, Agent Carter.”

She stiffened. This doctor didn’t know her past history. He was paid by SHIELD but he had no clearance. Her eyes darted to her purse across the room, where her snub-nosed .38 lay beneath her pocketbook. A hand dropped to her neck, squeezing painfully as he leaned over her. His breath was hot in her ear, smelling faintly of mint.

“ _Hail HYDRA._ ” The needle pierced her neck and she didn’t even have a chance to shout.

She’d been so careful. So, so careful. It didn’t matter anymore as the world slipped away.

* * *

Steve’s whole world was a web of pain. He felt like he was made of glass. Fortunately, he’d felt like this before, and knew what he could take before he’d cut himself open. He opened dried, cracked lips, wincing slightly before he spoke.

He could hear the music, and smell Sam over the antiseptic, the bite of the cleaning products and the stench of despair he could have smelled even without the super senses.

“On your left,” he said, his voice broken and hoarse.

Next to the bed, Sam Wilson smiled.

**Notes for the Chapter:**

> I was productive today, and got out of my writer's block. Go me!


	9. Sisyphus Rising

**Summary for the Chapter:**

> “General Patton has said that wars are fought with weapons, but they are won by men. We are going to win this war because we have the best men. And because they are going to get better. Much better. The Strategic Scientific Reserve is an Allied effort made up of the best minds in the free world. Our goal is to create the best army in history. But every army starts with one man. At the end of this week, we will choose that man. He will be the first in a new breed of super-soldier. And they will personally escort Adolf Hitler to the gates of **Hell**.” — Col. Chester Phillips, Camp LeHigh

Phil stood outside the hospital room, his palms on the cool metal that bordered the window. He was quiet, unobtrusive, and best of all, alone. The blinds hadn’t been pulled, and he watched Steve sleep, his eyes closed and hollow in his face. While not one hundred percent, when he compared the wounds that Skye had pulled from the registry to a normal human’s recovery time, he knew Steve would be back on his feet within a couple more days.

 The serum that flowed through his veins had done much the same thing, even though he hadn’t known exactly what GH235 was. He still despaired about the deep bruising on Steve’s face. The bones had been broken, and the doctors had reset, having to rebreak in several places because Steve’s bones were too thick and healed too fast. He remembered the aftermath of the defrost, how Steve had only taken a few hours to come back to normal temperature, how he’d slept, but with the ease of someone lying in a comfortable bed.

Here, he could see the stress lines, the bruising, the rapidly healing cuts. He hadn’t been there, hadn’t seen the infection that had eaten SHIELD from the inside out. He swallowed.

He had a duty to Steve Rogers to ensure this never happened again. As Director, Phil Coulson could see it through. He still hadn’t gone through all the files on the little datacube Fury had given him – and he was damn happy Fury was alive, though he owed him an asskicking. He had so much work to do.

And yet, here he was.

He was so caught up in his contemplation, he didn’t hear the footsteps on the linoleum behind him. He did, however, feel the heavy hand that dropped to his shoulder.

“Hey—“ The voice was rough, tired, and Phil tensed to avoid sending the guy through the plate glass in front of him. He wouldn’t blow his cover like that. “Who are you?”

Phil turned, and the young man’s eyes widened at the white collar Phil wore around his throat. He stepped back, dropping his hands loosely at his sides. Still prepared. Soldier? Maybe retired. Phil’s eyes catalogued what he knew. This young man was in the clips from the takedown of the tricarriers. Something…Wilson. Sam Wilson.

So Steve had friends here after all. Phil was pleased with that development, though he’d been expecting Natasha. She’d have probably put him through the plate glass, however.

“Father Chambers,” Phil said, his natural Boston accent slipping through. He maintained his cover, smiling and holding out a hand for Sam to take. “I’m on loan from the Boston Diocese to Baltimore to man the chapel. Father McClannan is out ill – nasty whooping cough outbreak, and the ICU needs its spiritual healing to speed along science, don’t you think?”

“More of a Baptist revival man myself,” Sam said, shaking his hand with a firm grip. “What brings you by, Father?”

“Well, I was making my rounds,” Phil said. He turned and regarded the sleeping Steve. “I heard tell from Ms. Nancy at the station that the young man asked for a rosary. I thought I’d come by and offer him what comfort I could. I see, however, that the Lord is doing his own brand of healing with good sleep. I would hate to disturb, and I would also hate to poke my nose in where it’s not wanted, you see. Some patients, I’ve discovered, are devout only when their survival is at stake.”

“Yeah, no atheists in foxholes,” Sam said, stepping up beside him. “He’s in and out.”

“I see,” Phil said. “Are his injuries that grave?”

“Mostly,” Sam said. “He’s doing well, though.”

Phil nodded. “That’s excellent to hear. I hope he feels better soon. What happened to him?”

“Motorcycle accident,” Sam said, and Phil could taste the lie on him, could see the way Sam’s lips pulled with distaste as they formed around the words. As an interrogator, he’d seen it time and time again, but others might not. That was good. Sam was prepared. “We’re lucky he had his helmet on.”

Phil found himself liking Sam Wilson more and more as he clucked his tongue in sympathy. This was a good man, and an even better friend. He reached into his pocket, pulling a rosary of wooden beads from within and held them out to him.

“He’s lucky indeed. If he asks for one again, give him these, with my wishes for a speedy recovery.”

“Of course,” Sam said, wrapping his hand around the beads and slithering the string into his palm, the cross dangling from his palm like a promise. “I’ll be sure to tell him you stopped by.”

“Oh, don’t trouble yourself. If Father McClannan keeps feeling poorly the way he does, I’m sure you’ll see more of me.” Phil smiled, his bland agent smile warmed a little as his eyes crinkled at the corners. “Have a lovely day.”

Phil made a show of making his rounds as Sam excused himself to go back into Steve’s room. He noted with satisfaction that the beads made it into the garbage outside the door and when he turned to sign out at the nurse’s station half an hour later, the blinds to the room were drawn.

Phil found himself liking Sam Wilson quite a bit.

* * *

[ **One Week Prior** ]

Anna ducked behind the desk, the windows already frosted to give an illusion of privacy, so the movement of blinds wouldn’t be noticed. Amara crouched with her, Clint on the other side, his breathing fast.

“What’s the game plan?” Amara asked, her eyes flat as she looked to Anna.

“As of right now, as senior officer, I’m taking responsibility for this op,” she replied, her voice low. “Agent Kota, have you got your sidearm?”

“No,” Amara replied. “Left it because I didn’t think being shot at was gonna be a thing today.”

That earned a bitter chuckle from Clint, who was already rolling the leg of his jeans up. Anna looked over, and watched Clint withdraw thin, flexible pieces of fiberglass from a sheath on his leg.

“Is that…”

“Compound bow,” Clint grunted. “Not my preferred choice, but it was either that or come unarmed. Don’t go anywhere without m’tools.”

“I am so, so glad,” she said, pulling her Heckler and Koch .45 Compact from her drawer. She rooted around, and found another pistol, her spare Walther PPK that she kept for extreme emergencies. She tossed it and the spare clip to Amara, who released the safety. “Aim for the head, you’re not gonna punch through body armor with that.”

“You’re the boss,” Amara said, her finger off the trigger.

Shots exploded around them, the low _braaat_ of semi-automatic machinegun fire making her heart leap into her throat. Screams echoed and were silenced abruptly.

“We need to make it to the roof,” she said. “They came in on choppers. I can get us out – I’m licensed to fly.”

“The civilians—“ Amara winced as screaming and gunfire erupted again.

“Are already dead,” Anna replied in a tight voice. “What the hell kind of op _is_ this?”

“S’not an op,” Clint said. “This is a smear campaign.”

“What?” Anna felt numb, her tongue going thick.

“They’re wearin’ SHIELD jumpsuits,” Clint said. “I saw before shots started. They’re jackbooted assholes in SHIELD issue body armor. They’re doing this so people will report on it. SHIELD shooting up a hospital? Pretty soon we’re gonna be Public Enemy Number One.”

“Shit,” Amara said, glancing at the shadows that flickered around the frosted glass of the office. The figures weren’t getting closer, but Anna knew it was only a matter of time until a full-scale search and execution began. “Roof?”

“Yeah,” she said. “How many arrows do you have?”

“As many as it takes,” Clint said, his jaw hardening. Anna could have hugged him, but it was a breach of emergency protocol.

“Good. Anything special?”

“Nets. Sticky glue. Boomerang.”

“Why the hell would you need a boomerang arrow?” Amara asked.

“Don’t disrespect the boomerang arrow, kid,” he said, and then winced as if from memory. “Flash bangs, too. Teargas, tasers.”

“Where are you keeping all of those?” Anna asked.

“’M not,” he said. “I can make ‘em on the fly now.”

When Anna gave him an incredulous look, he sighed.

“I know Iron Man. I’m an Avenger, y’know.” He strung the bow and it hummed to life.

“Good afternoon, Mister Barton.” Anna looked around, and realized it was coming from the bow. She blinked, bemused.

“Hey. Uh.”

“JARVIS, sir,” the little electronic voice prompted.

“Right, JARVIS, sorry,” Clint said. “How many arrows can you make?”

“With the current nanite version installed, I can create five per minute of any of the 63 uploaded and specified arrow designs, sir,” JARVIS replied.

“And you don’t run out?”

“No, sir, the arrows themselves are self-replicating,” JARVIS said.

“Holy shit,” Amara said.

“Indeed.” The AI seemed almost smug. “Shall I begin creation?”

“Yeah. Gimme two of the flash bangs. Did Stark work out the neurotoxin delivery system?” he asked.

“No, sir, the stun arrows are still a no-go. We cannot find a dendrotoxin that will not permanently injure or disable a target.”

“Damn,” he muttered, fingering an arrow that appeared in a glittering sprinkle of light. Almost like fairy dust, Anna realized those must be the nanites working. “Your boss still got me on speed dial?”

“Apologies, sir. Mister Stark is currently ‘off grid’.”

“Right. He tried to flush out a terrorist by himself. Remind me to bug him how that went,” Clint muttered. Anna vaguely remembered the fuss the Mandarin had caused earlier last year. “Looks like we’re on our own until I can get to the encrypted radio transmitters in the choppers.”

Anna hushed them all. Boots crunched over broken glass, moving closer.

“Check the offices. Make sure no one’s left alive. Rumlow’s orders.”

“Rumlow?” Clint muttered. “What a basketcase.”

Anna tensed as the handle of the door turned.

“Stay down,” he murmured. “Cover your ears.”

The door opened, the operatives peering around the door jamb. They were using standard SWAT tactics, moving carefully. Clint flicked the cap off the stun arrow and slid it beneath their feet.

“What—“ The rest was lost in a blinding flash and a high pitched whine as the arrow detonated. Clint grabbed Anna’s hand, Amara’s hand clutched onto the back of her belted pantsuit.

Clint barged out of the office on the other side, firing the second flash bang into the crowd of SHIELD agents. Screams were heard, but they kept moving. Anna shook out her head, her ears still ringing.

“What are you doing?” Amara cried as gunfire erupted around them. They dove for cover, skidding around a corner.

“Not much of a plan, but I got us out of the pen,” he said. “Which way’re the stairs. JARVIS. I need three glue arrows.”

Anna pointed. “That way, to the right.”

“Good.” Clint fired the glue arrows, and a heavy, sticky adhesive coated the floor. “You get the chopper ready. I’ll be right behind you.”

“The hell you will,” she snapped. “We all get out alive. _Together._ None of this lone hero crap.”

Clint sighed. “Fine. Come on.”

They sprinted for the stairs.

* * *

“And that’s why we need every contact anyone has – if they’re still good,” Phil said, regarding the team. Trip nodded thoughtfully, wiping his hands on a rag.

Trip picked up his phone and dialed out on a secure line. “I can get you what I need, I think. Sit tight while I make a couple of phone calls.”

Phil blinked slowly, but settled back, Billy standing at his flank.

“He’s…not going to transmit our coordinates is he?” he asked, fiddling with his lanyard.

“No,” Phil replied. “Skye’s got us on ghost frequencies. We’re on lockdown and nothing gets out without her approval.”

Skye gave the thumbs up from where she was sitting hunched over her laptop on the hood of the tactical vehicle, chewing a protein bar between furious bursts of typing. Billy tried not to look too interested in what she was doing.

“Director, sir.” Phil held up a hand, and Billy lapsed into an uneasy silence as Trip’s call connected.

“ _Maman_?” he asked, with a fluid, elegant accent. This was Parisian French, something Phil hadn’t heard in a long time. Agent Triplett _was_ in fact raised there, but it didn’t occur to him that there would still be family living there. “ _Maman, il est bon d'entendre ta voix, aussi. J'ai besoin d'une faveur. Non, je vais bien. Nous n'étions pas au Triskell. Non, maman, pas de blessures. Pas pour moi en tout cas. Un de mon équipe a été grièvement blessé. Non, maman, il va bien se passer, nous le pensons._ ”

“Translation?”

_Mama, it's good to hear your voice, too. I need a favor. No, I'm all right. We weren't at the Triskelion. No, mama, no injuries. Not for me anyway. One of my team was badly hurt. No, mama, he's going to be okay, we think._

“Mother and son,” Phil murmured. “Do me a favor, Agent Koenig.”

“Sir?”

“Go help Agent Simmons and Agent May check the reserves of food, medical supplies, and fuel. We have two Quins, a chopper, and the BUS to our names. I’d like to keep them flying for as long as possible.”

“But…yes, sir.” Summarily dismissed, Billy shuffled toward the elevator with a last glance back at them. At least Agent Koenig knew when he was being too hands on, Phil mused. Phil waited, trying not to listen too closely.

Trip sighed.

“ _Mama, I need the Family_.” There was a flurry of rapid-fire French that made everyone flinch from the volume of it. “ _Not like that, Mama. I need information, dead drops. Places we can lie low._ ”

“ _And what makes us able to trust any of your team if what you say is true, Antoine?”_

“ _Because Phil Coulson saved my bacon at the HUB_ ,” he said. “ _I’d have a HYDRA smile carved in my Adam’s apple if it weren’t for him. Mama…he’s the real deal. He’s…he’s like the Cap._ ”

The line was quiet. Not a sound. Phil swore Trip was holding his breath. Then he released it, the quiet words coming forth and making his smile widen a little.

“ _Thank you, Mama. I’ll let him know.”_

Trip closed the call on his phone and turned to Phil.

“You’ll get what you need,” he said. “And you’re coming to dinner.”

“Noted,” he said. “I owe you, Trip.”

“Remember that when you sign my paychecks.”

“As soon as I can afford to,” he said, and Trip grinned at him.

* * *

“Hey, Bossman,” Skye said, flopping down on the couch in his office. “You, uh, might wanna see this.”

Phil looked up, putting his pen down.

“And by the way, do I get to call you DC now?” she asked.

“Not in public,” he sighed.

“Anywho,” she said, flitting from subject to subject like a hummingbird. “Did a sweep of the electronics. What I can’t jury rig would’ve fallen to Fitz, but…”

“Yeah,” Phil said. He didn’t touch on their poor comrade, sleeping in a medically induced coma down in the bay.

“Bonus, though, we have proper encrypted internet now,” she said. “I even have eyes on the Pentagon, in case you wanted to watch the Black Widow tear the Secretary of Defense a new asshole.”

“Poor Hagel,” Phil murmured. He scrubbed a hand over his face, his sleeve riding up over his bandage.

“You checked on that lately?” she asked suddenly, zoning in on it. “I know you don’t like looking at it, not knowing…but…”

Phil looked down at his wrapped wrist. He didn’t even like glancing at it anymore. It was strange – he’d spent the bulk of his life waiting for his soul mate, and now that his mark was coming in, he almost didn’t want to know.

“I didn’t…look.” He was quiet for a moment, regarding the thick bandage around his wrist.

“I get that,” she said, tucking herself closer to her knees, resting her chin on her folded arms. Sometimes, Phil got the impression that she was more comfortable in the BUS than she let on. A mouse curled up in her hidey hole, tight spaces her forte. She blinked big brown eyes up at him, and he sighed.

“I don’t think I want to know,” he admitted. “What kind of future do they have? With the life I lead? I could be—“

“Look, if the word _dead_ leaves your mouth I’m liable to throw something at you. That’s not an option now or ever,” Skye said. Phil’s lips clamped shut over the sentence, and she nodded. “You never know unless you try. What about Holly?”

“What about her? She thinks I’m dead. Quite literally ended a relationship on a sour note,” he said. “She’s never going to be the same, even with us stopping Daniels. She’s…better off.”

Skye frowned. “But she could be the one.”

“She could also have been mourning me for years now. The anniversary is coming up. Two years.”

“You’re sure you really don’t want to know?” she asked.

“Just…for now, let me have the mystery,” he said. “I don’t want to know right now. I have far too much to deal with taking the Toolbox apart and learning everything it has to offer.”

She nodded. “Deal. But when we get some breathing room, you’ve gotta consider it.”

“We’re SHIELD,” Phil said, a wry smile twisting his lips. “We don’t get breathing room.”

She grinned. “True.”

He changed gears, to get both their minds off things. “Did you do as I asked?”

“The encrypted signal?” she asked. “Yeah. I did the pattern you said, too. They’d have to be listening for it to know what it was. It’s hidden under a staticky microfrequency.”

“That’s the point. Only six people know what the sequence sounds like, and what it means.”

“What’s it for?” she asked.

“It’s a beacon,” he said. “We’re alone in the water. We need the help, and these people…I trust them.”

“Well, the Playground is pretty far out,” she said. “Billy said there’s not much within range.”

“Also the point,” Phil said. “The Playground isn’t for everyone. But I do want to start building up our support base again. SHIELD needs its backbone, and that means people.”

She nodded. “Should I add anything to it?”

“You added our coordinates, right?” he asked.

“Yeah.”

“Then we’re good. The people I’m trying to contact know what to do with coordinates.”

“So…we wait?”

“We wait,” he confirmed. “We have enough supplies to last us for years – thank god for Fury and his foresight – but we also need to be alert and proactive. I won’t pretend we got all of HYDRA, and neither should you. We should start rooting out the cells, but our first step is to reestablish contact with our sister bases.”

She nodded, standing and stretching with a fluid movement. “Oh, I found the person you wanted me to find.”

She laid a file on his desk, and he flipped it open. As he read the first line, he had to stop, and read it again.

“This can’t be right,” he said.

“She’s the only one matching what you gave me,” she said. “Why?”

“Because Peggy Carter looked forty-five when I saw her a year ago.” Phil was pale, and he met Skye’s eyes with a worried expression. “Tell Melinda to get the BUS up and running.”

Skye didn’t argue.

* * *

 

Clint looked around the stairwell, making sure their way was clear. He motioned for the others, and Anna and Amara joined him, weapons at the ready.

“The choppers are going to be heavily guarded,” Anna whispered.

“Well, we’re gonna fix that,” he said. He held up a thin arrow, one that might even be considered as a lightning rod. “Can you get us into the air in a couple minutes?”

“I can,” she said. “You’re not gonna do anything stupid, are you?”

“Maybe.” He grinned. “It’ll be fun and you can scold me later, Doc. Just get us chocks up and we’ll be good to go.”

She sighed. “All right. Give me cover and we’ll be gone before you know it.”

Amara peered around the jamb, silently counting.

“We’ve got close to twenty guys out there,” she said. “Can we?”

“Yeah. Just like fuckin’ Budapest all over again.” Clint nocked the arrow and stepped around the corner. “Hey, fellas. Got a light?”

The arrow struck true, a bolt of electricity arcing between them, their bodies dancing and jerking to the stimulus. Anna didn’t allow herself to watch the macabre display, instead darting for the Blackhawk that rested on the helipad. It took roughly five minutes for the chopper to warm, and she had, at most, four and a half. She hurried through the pre-flight routine, tossing a headset on as Amara rearmed herself with a spare AR-15 in the back. Clint stood between them and the door, covering their escape.

“How long?” Amara called.

“Three minutes,” Anna said. The engines made a low whine, and that was sure to garner attention.

“Shit.”

“Yeah.” Anna went through the checklist in her head, checking the droop stops as Clint prepped more arrows. They were gonna make it. They were gonna make it.

A canister rolled between Clint’s feet, and a bright flash of light blinded her.

“ _Shit_.” Amara was away, darting for Clint who was screaming brokenly. She sprayed the doorway with bullets before she hoisted the man, throwing his arm over her shoulder and dragging him back to the chopper. “We need to get out of here, Doc!”

“Doing my best,” she muttered, warming the guns. She was able to hop the chopper to the side, to put Amara and Clint out of harm’s way. The sight of the M60 submachine guns spinning up kept the remainder at bay. “How’s he doing?”

“He’s unconscious,” she yelled. “We need to go!”

Anna pulled back the stick, and thank god, the chopper lifted off without stalling. Shots rang out and Anna let them have a burst of automatic fire, sending bodies in SHIELD uniforms sprawling.

She leaned back, realizing she was shaking. Ten, twenty, thirty minutes passed, and she swallowed. Bursts of chatter filled the radio, talking about everyone going down at once. Some operators were disbelieving.

_The Fridge can’t be gone. The Raft too? Bullshit. Is this a prank?_

_But the Cube—_

_Don’t try coming to Holyoake. We’re overrun—_

_HYDRA—_

_Everything’s gone—_

_No word from the Triskelion—_

_–the tricarriers are down—_

_–Pierce is HYDRA—_

_–Cap is **dead** —_

“Where to?” Amara said, pulling on a headset at last. “We can’t take him to another hospital. They’re obviously gonna be looking for us.”

“I have an idea,” she said. “I’m going to scan SHIELD channels for encrypted transmissions. We’ve got procedures in place for something like this – my old mentor taught me.”

She swallowed a bit as she remembered Phil showing her how to scan for the right frequency.

Anna tuned the radio out, moving from the common comms to the coded frequencies, her head singing the notes of the old encryption code. A series of beeps, it let select agents know that there was a safe channel and even if there was a message. She dialed along the waves. Nothing.

Undeterred, she kept going, switching to older channels she remembered.

“What’s that noise?” Amara asked. Anna dialed back, her fingers shaking as she kept the chopper level.

“Something I shouldn’t be hearing,” she said softly. It was the exact phrasing. The beeps were staticky but calming in their familiarity.

[Secure Channel Alpha Charlie One-Niner-Niner.]

Morse code. She hummed the beeps to herself, making sure she was translating right.

[This is the last bastion. We are transmitting on coded frequencies. There is a base that is secure. If you are seeking shelter, head to 60°34′02″N 140°24′10″W. The passphrase is “Wield the SHIELD.”] The code repeated the same singsongy tone, and Anna began to grin. Some things, it was good to have the old guard.

In her case, having a CO who was a huge vintage spy nerd came in handy.

“Is that good?”

“It’s better than good,” Anna said, turning the chopper northwest. “It’s the best news we could have hoped for.”

Phil Coulson was alive and well, and he was leading the resistance.

* * *

“Phil,” Peggy said, leaning back on the pillows. Phil sat next to the bed, and took her hand in his. “It’s been years. Marcus knows better than to pull these pranks with me.”

“Deep Shadow conditions,” Phil said, his voice hushed. “It had to be believable.”

“Does Steve know?” she asked.

Phil shook his head, his lips thinned. “And he won’t. You saw the news about DC?”

Peggy nodded slowly. It was hard, seeing her like this. Her hand was thin, the skin like paper. He held it between his two palms, and he’d never seen her look…small. That was the problem. She looked small. She’d never been small, not once in his entire life. She was usually bursting with life and larger than all of them, despite Nick topping her by head and shoulders. She’d always seemed to dwarf them with her light.

Now she lay, brittle and frail in the hospice bed. Her heartbeat was faint, fluttering like a bird’s, and her eyes were sunken. She looked every inch of her ninety-six years, and it was disconcerting. Phil cast his eyes around the room. Generic. Nothing at all like the heavy, rich wood paneling of her London flat. It smelled faintly of death and antiseptic.

He hated it.

“What happened?” he asked.

Her eyes darted to the door. “Well, you know how your brother Marcus rooted that snake out of the garden.”

Someone was listening. Phil swallowed, but his facial mesh was in place, pulled to the side only to reassure Peggy. He looked like he could be her son, his face vaguely resembling hers, pitted with acne scars and deeply wrinkled. He nodded.

“Yeah, he had to go to a lot of trouble to get it out. Killed it with a spade.”

“You need to be careful of those. It seems like more show up when you take care of the one.” Peggy met his eyes, tapping out the real message on his palms. “I had a bit of a bad fall trying to get away.”

[HYDRA. Got the drop on me.]

His jaw jumped. “I’ve told you to be careful about that, Mum.”

[How many?]

[Just the one.] “Well, it’s lovely having you visit anyway.” [That’s all they need. They’ve slithered up. I don’t expect to last much longer. Did Marcus…?]

[I have the Toolbox.] “Of course, Mum. Wild horses couldn’t drag me away.” [Have you contacted Steve?]

Her tapping slowed, and she took several deep breaths, as though gathering her strength.

[No. He’d walk right into it and I can’t have that. I’m not going to make it out of this one. The night nurse is HYDRA. She won’t let me leave. Right now her orders are to observe.]

“You taking care of that wife of yours?” she asked.

[Nan, you’ve gotta hold on. I can swing the BUS around—]

[Phillip.]

Phil’s eyes prickled. “She’s doing well. We miss you at home.”

“I know.”

[I can’t do this alone.]

[You’re going to have to, boy. Be brave for me.]

“I’ll bring the kids by when we’ve got a weekend free,” he said, his voice thick. “You know we love you, right?”

“I know,” she said.

He stood, kissing the part in her thinning hair. She grabbed his bandaged wrist, and for a split second, she was the Iron Lady again, her grip firm and her eyes clear. [You need to keep going. Live, Phillip. That’s the biggest slap in the face you can give them right now.]

“I’ll be back as soon as I can, Mum,” he whispered. She nodded, her eyes closing as she sank back into the pillows, weak and frail.

* * *

“Bossman,” Skye called. Phil turned, his attention going right to her maps. “We’ve got a chopper incoming. Looks like it’s sweeping the area.”

“SHIELD issue?” he asked.

“Looks like a SHIELD logo,” she said, pulling up pictures of the outer compound.

“Can we see the pilot?” he asked.

“Nope. Looks like they’ve got their face covered for the cold. Mountain’s kinda nippy.” She glanced up at him. “We gonna let them in?”

“Page Trip and Melinda. I want a strike team to greet them.” Phil moved to the door. “Have them meet me in the armory.”

“Aye-aye,” she said, giving a lazy salute.

* * *

Steve woke with Natasha sitting on his ankles. He grumbled, wanting nothing more than to turn over and sleep off the rest of his aches and pains, but he opened one eye, searching her out in the dimness of the hospital room.

“It’s early,” he said. “Five more minutes.”

“I’m only here for five minutes,” she said. He sat up a bit, scrubbing at his face and yawning. “Just something interesting I thought you’d like to see.”

She tossed a tablet onto his lap and he picked it up. A document, from the looks of it.

“I was doing some digging,” she said. “Guess who I hit with my shovel.”

“I’m not sure I follow,” Steve said.

“Coulson.” Natasha tapped the screen.

“So it’s an old report of Coulson’s.” Steve squinted at it. “And?”

“Well, yes, technically it’s an old report if you consider last month _old_.” Natasha said. Seeing she had his attention now, she slipped off the bed to stand beside it. “Wonder what else they’re keeping from us.”

Steve frowned. “And this was in the infodump?”

“Yeah,” she said. “Incident report. Looks like he was cleaning up in Greenwich.”

“England?” Steve asked, tracing the loops of Phil’s signature with his fingers. “Peggy said he was a company man…”

“So company he faked his own death to make us dance,” she said. Her voice was a touch bitter. Steve remembered her telling him about how Phil had been the one to rope her and Clint into Strike Team Delta. “He might as well wear the suit to bed.”

Steve frowned. “You think he had something to do with this HYDRA business?”

“I don’t know,” she said. “But I do know that dead men tell no tales. I wonder if reborn men do. I’m going to uncover his current whereabouts and get back to you. I think we should find out.”

Steve nodded slowly. “I’d like to talk to him, at least.”

He sighed, rubbing his face. His bandage was still wrapped in place, and he almost didn’t want to remove it at this point. He was…afraid of the letters on his arm. The half-legible scribble was frightening, the unknown, and he put it from his mind. There was so much going on, it was barely a blip on his radar.

“Have you heard from Peggy?” he asked.

“Not since SHIELD went dark,” Natasha said. “Want me to check on her?”

“If you would. I’m going to be out by the end of the week.”

“Sam said as much. He’s getting ready for the road trip. Bucky?”

Steve nodded. “I’ve gotta find him.”

“Good luck,” she said. “You’ll need it if he doesn’t want to be found.”

* * *

They’d circled the coordinates eight times before she spotted the base’s helipad in the shadow of Mount Logan.

Anna brought the Blackhawk in for a landing, the whipping wind generated by the blades kicking up snow in all directions. It helped that the helipad _materialized_ underneath her. SHIELD’s stealth technology at work, she mused, unless you were the one searching.

Wheels on the ground now, she turned off the chopper, the whine of the engine dying to a faint ticking as a trio of bundled up agents ascended a ramp to meet them. She put her hand to her leg holster, her H&K heavy in her palm.

“Exit the vehicle with your hands up,” the voice on the loudspeaker crackled. Anna’s eyes roved over the agents, armed with various rifles, and she picked up the mic for her own loudspeaker.

“Look, let’s do this the easy way. My name is Agent Anna Marks of SHIELD,” she said. “I have two passengers, one of whom is priority wounded. Your passphrase is ‘Wield the SHIELD.’ I’m going to come out, I’m armed with my personal sidearm. I need to speak with your commander.”

Even as she climbed out of the chopper, one of the agents was crunching through the snow toward her. The other two were moving to the passenger side, where Amara had slid open the door and had laid her rifle aside, her hands in the air.

The agent in front of her studied her for a minute, his rifle on his hip. It looked like some sort of energy weapon, but Anna didn’t question it.

“Good to see you retained a little bit of what I taught you,” Phil said, pulling his mask down and his goggles up.

“Yeah,” she said, nodding slowly. “But I’m still not tying my shoes like I’m trying to snazz up my LA Lights in high school.”

He was grinning like a loon, and she let her professional façade drop for the first time since California. She sobbed brokenly and threw her arms around him. He patted her shoulder, swaying in place with her.

“You did good, kid. Who’ve you got for me?”

“Agent Amara Kota,” she murmured. She composed herself and straightened. “And Agent Clint Barton. Both patients of mine.”

“Barton?!” Phil’s eyes widened. He squeezed her shoulder, bringing her fuzzy focus back to him. “How long have you been in the air?”

“Better part of eight hours. We stopped a couple of places and siphoned fuel – HYDRA nipped at our heels until I crossed Washington. Barton’s wounded. He was hit point blank with a HYDRA flash bang.” She swayed on her feet. “Permission to stand down?”

“Granted,” he said. “Get inside. You’ll meet Agent Koenig just inside the door. He’ll point you to the living facilities.”

“Thank you, sir. It’s good to have you back.”

“It’s good to be back.” He beamed at her. “You did well. Rest and relaxation. We’ve got hot food. It’s mostly MRE’s, but we’re doing pretty well considering.”

She shuffled toward the entrance, her dress flats slipping in the snow even as the other agents worked to get Clint into medical. She could hear him throwing up behind her, and was grateful he was at least alive. They were all alive. They’d made it.

The shorter agent (Koenig, his name was Koenig) did indeed meet her at the door.

“Welcome to the Playground, Agent,” he said. “Lanyards will be distributed on a case-by-case basis.”

Her teeth were chattering. She looked at him, incredulous as she shook like a leaf.

“I’d rather have a hot shower and forty winks, thanks.”

“I—right, of course,” he said. He turned, pointing. “Down the hall, to the right. The first seven rooms should be locked, you can have your pick of the others. Names are on the doors.”

He looked her over.

“Size four?” he asked.

“Excuse me?”

“Figure you want something warmer than that. I was gonna pop to requisitions and get you some clothes.”

“Four, yes,” she said, swaying. “Thank you.”

“No problem.” He peered at her. “You’re not gonna throw up, are you?”

“Not until I’ve had some sleep, I think.” She moved to head deeper into the complex. “Thanks, Koenig.”

“You’re welcome,” he said.

* * *

Phil sat up, rubbing sleep from his face. He was exhausted. More than four hours at a time wouldn’t cease the buzzing in his brain, and his fingers itched. He looked at the side table in his quarters, where a glass of water and his pen knife sat. He picked up the small blade and rose, moving to the wall.

The pattern was soothing. It was something he could do to silence the hum, the ethereal not-noise that plagued his dreams. He began to scratch.

The bandage around his arm slipped away, and in his haze of patterns and numbers that seemed to stretch into the infinite, he didn’t notice that the black smudgy lines had coalesced.

The name tattooed on pale flesh rippled as his hand worked, the tendon making it dance like a prophecy.

 

**_Steve Rogers_**.

 

Phil Coulson, listening to whispers of the universe, remained unaware.

 

**Notes for the Chapter:**

> So now that I am out of Winter Soldier territory, I am much more excited to finish this fic.
> 
> Because now?
> 
> The world belongs solely to me.
> 
> And I can cut landscapes from people’s nightmares.
> 
> (◕◡◕✿)


	10. SHIELD, Redux

**Summary for the Chapter:**

> Phil rebuilds.
> 
> Steve makes his way home.
> 
> SHIELD rises.

Anna slept sixteen hours. The stress of the flight and the subsequent hop to the Yukon had made her edgy and left her exhausted. When she’d reached the safety of the Playground, she’d collapsed into bed.

When she woke, she got up and headed for the showers. The preternatural chill that had seemed to cling to the concrete was dampened by heating units spaced in the walls, and warm puffs of air meant she didn’t shiver as she had outside. The air was tolerable, and she was warmer in the shower, the communal space home to actual radiators. The pipes were ancient, dating back to the forties at least, along with the terrible mint green faux patina of the tiles. The water was hot, however, and that was all she cared about, letting it sluice through her hair and wash away the last vestiges of sleep.

Requisitions seemed to have everything that fit – a blessing in the lean times when you didn’t know when your supplies were going to make it in. She pulled on fresh skivvies, a tank top and jeans, and then pulled on a pair of canvas trainers. An oversized sweatshirt with the eagle and she bound her hair into a damp braid at the nape of her neck. Refreshed, she set off in search of habitation.

The Playground was laid out similar to other bases she’d been in; perhaps it had been the original the other floor plans had been based off of – she couldn’t have said. It was built like a bomb shelter, but with more of a NORAD feel – buried deep in Mount Logan, tunneled into the side of the mountain like a gigantic warren, it was a maze of tunnels and florescent lighting. At the first turn, she discovered the (thankfully locked) armory. A ways down, and she passed what seemed like almost a mile of offices.

She passed a sign pointing to the left, revealing the way to the mess, and figured that the storage areas would be somewhere beyond. She continued down the hall, following the bank of offices, all dark. At the end of the hall, however, she caught the familiar whiff of chai. She smiled, turning right and following the smell. Coulson had been a tea freak since before she’d joined SHIELD – she remembered late night paperwork sessions with the spicy scent lingering in the air. It allowed her tension to ease just that little bit more. Coulson was her SO, and she trusted him.

He’d been rescued after New York, somehow. She’d been on the Helicarrier, listening to the chatter on the radio. She’d heard Fury. She wondered if he’d been premature to announce it because he wanted to spur the Avengers, but it had still cut like a knife. Being only level six, she’d not understood, nor had anyone told her. She’d done her mourning in private, a long year ago.

In the wake of the hospital, however, she was glad for him. He’d always been self-assured, confident in both his own abilities and hers, and she valued his opinion. He’d encouraged her to take advantage of SHIELD’s training and earn her doctorates. He’d been to her graduations – the last one in a cast from Budapest, but still there, nonetheless.

She paused when she reached the office door at the end of the hall. It was solid wood, with a large frosted glass window, opaque to the outside world. She could make out the light of the desk lamp, and the smell of chai was strongest here.

**Director Coulson, Supreme Headquarters of the International Espionage Law Enforcement Division** was stenciled on the glass in gold leaf.

She tilted her head. He’d meant it when he said they were the last bastion. He’d gone back to the oldest definition in the book. Still she lifted her hand and rapped on the wood.

“It’s open,” he called. He smiled when she cracked the door and peered in. “Good to see you’ve rejoined the land of the living, Marks. What was that, sixteen hours?”

“Could say the same for you, sir,” she murmured. She stepped into the office and pulled one of the chairs away from its space in front of the desk. She sat with the squeak of leather. “I won’t ask how you did it, as I’m sure that’s above my pay grade.”

“You have no idea,” he murmured. “How are you feeling?”

He folded his hands on his desk blotter. Anna glanced about. Everything seemed to be a throwback to the forties, including the nameplate on the desk, punched with his name. She could sense it was heavy enough to clock a man if he needed to, and she’d been to his improvised weapons class – she knew he had it in him. Still, the décor seemed very Coulson; nothing said her old SO like Cold War era super spy gear.

“Better, with sleep and hot food in me,” she murmured. She noted how tired he looked. Dark circles around his eyes made them seem sunken, and his mouth was set in a tense line, save when he smiled. Even his suit was rumpled, as though slept in. She knew he would if he could get away with it.

“How are Barton and Kota?” she asked.

“Kota’s been assimilated into the base well enough,” he said, waving a hand. Anna noticed the ace bandage around his wrist. An old wound? He had what looked to be a healing cut across his temple; she didn’t know how hurt he’d gotten during the HYDRA uprising. “I’ve debriefed her and she’s now serving as maintenance support along with Agent Triplett. She has a head for machinery.”

“She does,” she murmured. “She’ll do well there, if you keep her busy. And Barton?”

“Sleeping. He’s still unconscious but not in a coma, thank god. You said it was a flashbang?”

She nodded. “He was covering the roof while I got the Blackhawk in the air.”

“When you got here, he was bleeding from the ears. Simmons estimates he’s lost anywhere from sixty to eighty percent of his hearing.”

“Jesus,” she whispered. Phil’s face was sober. “We wouldn’t have made it out if not for him.”

“Simmons will alert me when he’s conscious.”

She nodded slowly. “And I guess that leaves me. Now what?”

“Well, kid, that’s up to you,” Phil said, regarding her from his leather office chair. He folded his hands, the bandage peeking from his shirtsleeve and drawing her eye. He realized she was staring and dropped his hands to let the cuff cover it. “You were on the ground floor in Bahrain as cleanup. You know how I handle ops.”

The look he gave her, for all his apparent exhaustion, still straightened her spine.

“SHIELD as we know it is dead. It’s your choice if you continue on from here. I can drop you wherever you want if you decide to move on. I know many agents were snapped up by the ABC agencies. Who knows how many HYDRA agents went with them.” The thought was sobering. She frowned. “I’d be grateful if you stayed on, but your contract officially ended when the Tricarriers impacted the Triskelion.”

“How many of us are left?” She asked.

He considered her a moment, then answered. “Counting the Playground, and if you decide to stay? Ten.”

“Jesus.” It was almost unconscionable. SHIELD dissolving like sugar in a rainstorm, no one had ever heard of such a thing. “We’re rebuilding with that?”

“So far,” Phil said. “Are you in?”

“Damn straight,” she said. “You’re gonna need all the help you can get. I wouldn’t leave my old SO hanging. Where do I start?”

“Meet with Agent Koenig, down the hall and to your left. If you reach the hangar, you’ve gone too far,” Phil said, smiling. “He’ll initiate you and get you your lanyard. When that’s done, find Agent Simmons. She could use the help in medical, since you’re one of two specialists we have on base. I’d like you to start by doing psychological workups on everyone here. When that’s done, we’ll discuss a particular case.”

She nodded. “Yes, sir.”

As she stood, she paused.

“Permission to speak freely?” she asked.

“Granted,” he said.

“The bandage. Are you feeling all right?” she asked. “Did…something happen?”

He shook his head. “Not really something I’m at liberty to discuss. But rest assured, there’s no wound. I’m all right.”

She frowned at him, but nodded. “You know where to find me if you change your mind about that. I can’t make you talk about it, but there’s a spot on my couch if you need it.”

He waved a hand absently, and she moved from the office, leaving the warm scent of spice behind her.

* * *

“Hey there.”

Triplett looked up to see Amara grinning down at him, her new lanyard swinging between her knees as she sat on the catwalk, feet crossed at the ankles. He smiled back, attempting to be friendly until she proved otherwise. She wasn’t strange so much as quiet, but Trip had gotten used to that back in basic.

“Hi,” he said. “Agent Kota, right?”

“That’s me,” she said. “Need a hand?”

“If you want,” he said. He pointed to the pallets of gear and supplies that he had yet to inventory. “Start with the one next to me, make sure we have everything in the checklist?”

“Sure,” she said, hopping up and dropping off the catwalk to join him. She landed lightly, and padded to where the next pallet sat. Undoing the mesh netting, she pulled the checklist from the top of the boxes. “So what’s your story?”

“My story?” he asked. He raised a brow at her as he checked off on a box of soap. “I wasn’t aware I had to have one.”

“Aw, come on, humor me,” she said. She marked off a few items, shifting things around to make sure she got everything. “You gotta have _something_ that ties you to the big man upstairs. I am, of course, referring to Coulson, and not, you know, the Judeo Christian representative of a monotheistic religion. The doc I came in with said she was one of his – you one of his, too?”

“You could say that,” he said, counting and tallying the boxes of MREs. At least they weren’t K rations. “Coulson saved my life.”

“Oooh,” she said, perking in interest. She checked off a box of printer cartridges. “We talking literally or metaphorically. While I love me some hyperbole, literally is much more fun. Am I listening to a feel-good after school special?”

“Literally,” he said with a smile. “Simmons and I were at the Hub when HYDRA swooped in.”

“Shit,” she said.

“Yeah,” he agreed. He noted down several cases of Tang with an internal shudder. Some things you grew out of quickly in basic. “Found out Simmons was one of his, and when he swept in to clean up, he took me with him. Coulson doesn’t leave men behind.”

Unlike Garrett.

Antoine was a little vicious when he checked off the next item on his list, remembering comrades that he’d lost that could have possibly been saved with Coulson’s way of doing things.

“Sounds like a swell guy,” she said, tossing the netting back over her pallet and rewrapping it. “You know him well?”

“No, but I trust him as my SO.”

“Really?” she asked.

“Really.” He tossed the netting back over his pallet, replacing the clipboard as they both moved to the next ones. “Nick Fury gave him SHIELD. You know…before…”

“Yeah, I heard he died,” she said. Better that she think that. “Sounds like Fury trusted him, though. Big deal, that. I thought he didn’t trust anyone.”

“Sounds like a guy you can trust to me,” he said.

“Or not at all,” she said, ducking down to count boxes and leaving him to contemplate that.

* * *

Steve boarded the flight to London, the private jet waiting on the tarmac for him and Sam. While Natasha had set him up with fake passports and identities, Steve had decided that the best course of action was a direct one, and had called the one person he knew with enough clout to bully their way across borders.

“Good to meet you,” said a man, stepping from the captain’s cabin. He was lean and muscular, filling out the green polo he wore. A pair of aviators were hooked into the collar, and Steve shook his hand, noting he had a firm, no-nonsense grip. “Colonel James Rhodes, Air Force. Tony called me in on this, said it was important.”

Steve moved aside to let Sam in the plane.

“Steve Rogers,” he said. “My friend here is Sam Wilson.”

“Heard of the both of you,” said Rhodes, smiling. “DC had us on the edge of our seats.”

“Heard of you, too,” Sam said, regarding Rhodes with a nod of respect. “Lieutenant Colonel James Rhodes.”

“Full bird Colonel now,” he corrected, his face splitting into a grin. “Just call me Rhodey, it’s easier on everyone involved.”

When Steve raised a brow in question, Sam explained.

“Rhodey pilots a suit like Iron Man’s for the Air Force,” he said.

Rhodey nodded. “Still a licensed pilot, though. Tony said you needed a straight shot to London, and he said you weren’t gonna get it flying commercial.”

Steve nodded. “I need to get to a friend of mine.”

“Well, I’d call any friend of Tony’s a friend of mine, but honestly, you’ve met Tony,” Rhodey said with a crooked grin. “I agreed to it because I approve of what you did in DC. SHIELD’s been overstepping its bounds for years.”

Steve frowned. “I didn’t do it because of that.”

“I know,” Rhodey said. “But personal karma is sweet.”

“I wouldn’t ask if it weren’t an emergency,” Steve said. “I owe you one, sir.”

“My pleasure,” Rhodey said. “We’ve cleared customs already, and I’m going through the preflight checklist now. Go on and get yourselves comfortable. The bar’s full service, if you do that kind of thing.”

Steve shook his head with a smile.

“Didn’t think you did.”

* * *

It became aware May 5 th, 2015. Its systems powered on, arc reactor technology infusing it with awareness, if not mobility. Optic units powered on, and it focused on a being standing over it, filthy and with its arms deep in a chassis that ran long wires to its processing unit.

“Ah, there you are. Wakey, wakey, eggs and bakey,” the being muttered. “What’s your designation, buddy?”

It took a tenth of a millisecond to process the command, the head-shaped core around its processor whirring to life with a lurid red glow.

“Designation: Ultimate Learning, Thinking, Ratified Omniscient Neurocenter.”

“Ugh, that’s such a mouthful.” The being scrubbed a hand across its face, leaving a smear of particulate matter behind it on its facial structure. The unit memorized the gesture, storing it to collate and analyze later. “Acronyms are your friend, uh, guy.”

The being (and another scan of the area around it manifested more data, the subject was male, human, with a previous heart condition and severe liver scarring), rose, wiping his hands on a rag. There was no change in the particulate matter on his hands, and the unit filed that away as a futile gesture.

“What do you think, Jarv?” he asked.

“Sir is correct. The unit’s designation is indeed clunky.”

The unit in question sought the source of the second voice, scanning about it with its sensors. The information it gathered revealed a secondary unit, an artificial intelligence located on a wireless network. Before it could interface for more than a moment, however, its access was removed.

“Ah-ah,” said the man. “You’re not ready for the big wild world of the internet. You’re just a baby. Too much porn.”

The unit instead focused on the hands on the metal. It filed away the fact that its access had been taken away. Microprocessors whirred, nanites moving to repair it, as it was told to do.

“How about ULTRON?” The man asked. He dug a hand into the chassis, connecting wires, crimping them, and the unit had access to auxiliary limbs. A hand on another table twitched, the fingers flexing and dancing wildly, connected with a cable.

The AI replied. “It does fit with your personality, sir.”

“Yeah, yeah. Apparently I'm volatile, self-obsessed, don't play well with others,” he added in an aside to the unit. Jerking a wire, the erratic dance of digits stopped. ULTRON observed in silence. “Don’t listen to your big brother, ULTRON. He forgets I made him, too, and he’s trying to be mom.”

“I would never presume, sir.”

“Yeah, I wonder.” He crimped another wire. “Make a note, I wanna put that in the next biography. Tony Stark: Aggressive Narcissist. Might as well make it the title.”

“Of course, sir.”

ULTRON said nothing, merely observed. Tony squinted at him, elbow deep in the chassis.

“Tell me the rules, ULTRON.”

“This unit’s primary function is to contain and restrain designation: supervillains.”

“Good.” Tony snipped and then crimped a wire. “Who are designated supervillains?”

ULTRON processed. “Supervillains are designated criminals deemed too dangerous for ordinary prisons. Genetic samples will be obtained and uploaded by the Avengers Iron Man and Captain America.”

“How do we contain supervillains?”

“This unit is authorized to use deadly force in the extreme case of immediate civilian endangerment. At all other times, non-lethal containment practices are this unit’s primary paradigm.”

“Does ULTRON harm civilians?”

“Negative. This unit’s parameters are to serve and protect the civilian populace and to aid known designation: superheroes.”

“Very good,” Tony murmured. He fiddled with something out of sight while Ultron observed. “Still some bugs in the motion tracker. Power down so I can mess with your code.”

ULTRON complied.

* * *

Phil swallowed and rubbed at the heavy ace bandage he had wrapped around his soul mark. It was warm, but all he could feel was cold. Steve didn’t know. Couldn’t know. He’d heard the recordings from the Triskelion. No more SHIELD.

Phil’s jaw tightened. It was for the best.

He picked up his knife to continue where he’d left off on the wall.

**Notes for the Chapter:**

> Phew. I haven't had a chance to type a lot of this up. It's been sitting in a handful of notebooks as I've been scribbling in them come lunchtime. I don't often take a full lunch break, however. There's still a lot more to come, however. I've just been super busy with work and learning new processes.
> 
> Hope you're enjoying!


	11. Yea, I will fear no evil.

**Summary for the Chapter:**

> "He'll recover, he did before. Besides brains never delete files, they just lose connections. But there's always a back up. It's just a matter of digging and finding them." -- Leo Fitz

Steve sat by Peggy’s bed, his hand in hers as he tried not to let her see the pain that flickered behind his eyes. He pressed a kiss to her palm, and she cradled his face.

“You’re late,” she murmured.

“Had to get a ride. Things got a little hot in DC,” he said, his smile flickering to life like a gutted candle. “What happened?”

“My time ran out a little too soon,” she said. “I meant to tell you everything. I did have something prepared, but it was supposed to be done the right way, not this way.”

She swallowed, each breath seeming to be labored.

“ _My flat_ ,” she said, softly, in French. “ _There’s a key taped inside the disposal. It_ _will tell you everything you want to know. It leads to a lockbox at the bank on the corner. I wrote it all down one evening while you were off doing busy work for SHIELD._ ”

“Peggy,” he said, his voice thick as he leaned his head into her touch. “I don’t know that I can go this one alone.”

“Silly man,” she said, her smile not ending as she looked at him.

Her eyes had faded in their color, the life seeming to have drained from them overnight. Still, there was vibrancy about the way they moved, and Steve kissed the thin skin of her palm, willing some of his boundless, endless vitality into her. Knowing he would leave her behind.

Like he would leave everyone behind.

“You’re never alone, not if you keep being who you are. The young man that follows you, Sam? He will help. So will Natasha. She spoke well of you when she visited. You have friends, Steve. Lean on them.”

“Don’t go where I can’t follow, Peg,” he whispered.

“Steve,” she said softly.

He swallowed, willing down that burst of selfishness. He quieted, looking her in the eyes.

“The nurse outside is HYDRA,” she said softly. “I know it, she knows it. English civility is keeping us locked in observation. I don’t want the people around me hurt. And it’s one less agent after you. Let me help.”

He nodded, his jaw setting.

“I will end this on my own terms,” she said. “Like I do everything. Talk to my niece, Sharon. She’ll have more information for you. If you need it.”

Steve swallowed, his throat closing.

“I love you,” he whispered.

“I know.” She smiled. “Don’t forget what I told you. And know that you were the best thing to ever walk back into my life.”

“I couldn’t just leave my best girl,” he said, leaning in and kissing her gently. She continued to smile, closing her eyes.

“Get going. You have a lot of work to do. I love you.”

“Yes, ma’am.” He squeezed her fingers gently, and she was silent. He checked the pulse in her wrist, and found she was sleeping. There had been effort in her words, kept awake by sheer will. He rose, gathering his things, and moved to collect Sam from the diner across the street.

* * *

Phil seated himself at the makeshift desk in the basement, staring hard for a moment at the opaque wall. His brows drew down into a frown, but he smoothed his expression, making sure to mask his face in neutrality before he started.

Pressing a button on his tablet, the opaque wall became transparent, revealing Grant Ward. Contrary to the surprise Phil expected, instead Ward wore an expression of resigned patience, like a parent chastising an overeager child.

“I was wondering when you’d come to see me,” Ward said, his voice a rasp between them in the quiet air. “Did you finally decide what you wanted to do to me?”

“I’m not going to do anything to you, Ward.” Phil’s tone was an exercise in bland patience. “I’m going to let you stew in your own juices. However, you are still afforded rights and privileges, even as a prisoner of war.”

“We’re not at war,” Ward said.

“You think we aren’t?” Phil replied, his voice flat. “You think you can infiltrate my team, wound two of them, one beyond the point of recovery, and you think we’re not at war? Son, what the hell did you think HYDRA was doing? Making a better life for you?”

Ward was silent for a long minute.

“You didn’t even consider that, did you? A puppet to the very end. Was Garrett jerking your strings when you tried to kill May with the bandsaw?” His brow rose, regarding Ward with a sardonic expression. “How about when you were inserting yourself directly into my team by being exactly what each of us needed?”

He’d seen it too late to make a difference. Ward had been the perfect imperfect agent. He’d been a mentor, later a lover, to Skye. He’d been stress relief and perhaps more to May. Jemma had considered him a protector. Poor Fitz had looked up to him.

And Phil?

Phil had considered him a project. He’d been malleable, and Phil had seen the same potential in Ward that he’d seen in Clint so very long ago.

The knowledge that he’d been played like a fiddle (and how Garrett would have laughed that he’d finally gotten one up on ol’ Cheese), it rankled in Phil’s gut like gas station food. He stared Ward down, until the young man broke eye contact.

“I thought so.”

“You don’t know everything.”

“I know, I don’t. If I knew half of anything SHIELD wouldn’t be in this mess and I wouldn’t have nearly lost everything. But I’m not HYDRA.” He kept his gaze on Ward’s face, studying him. “And I’m aware that you meant that you had information to trade.”

Ward said nothing, gazing at Phil from his peripherals.

“And what did you want for this trade?” he asked.

“Skye.”

“No.”

“Then I guess we’re at an impasse.”

“I suppose so.” Phil sat forward, watching the tic of Ward’s jaw. “Then again, I have most of the cards in my hands.”

“Or you think you do.”

“Please spare me the pennyante bullcrap. I know you’re smarter than that.” Ward jerked his head up, his eyes narrowing. “Better.”

A beat passed, and Ward’s shoulders rounded.

“I can give you names. Safehouses. Orders.”

Phil’s eyes narrowed. “Not good enough.”

“Tech.”

“SHIELD’s tech.”

“Garrett’s whole cell.”

“Highly doubtful you knew all of them. Garrett always was paranoid.” He drummed his fingers on the desk in a show of nonchalance. “Wouldn’t be surprised if there was a kid like you in every one of them.”

A crack appeared in Ward’s eyes, uncertainty. It was there, then gone, in a split second, but Phil knew this particular string was tied right to the heart of the matter.

He pulled it like it was a parachute ripcord.

“Please don’t tell me he convinced you that you were his successor. Because John Garrett intended to live forever on an island, bought with the blood, sweat and tears of kids just like you.”

Ward’s lips thinned.

“It’s true,” Phil said. “There’s a reason Garrett’s squad was loyal, and it wasn’t the koolaid you obviously chugged down in gallons. He pulled that kind of charisma all the time. Besides, what does that do for you? You’re still stuck in this cell.”

“Skye,” he said. He wet his lips with his tongue, his eyes dark. “I want to see her.”

“I’ll consider it. And speak to her about it.” Phil’s brow quirked. “But I’m keeping you here, until SHIELD has proper facilities to keep you again. You’ll be given all the amenities afforded a regular prisoner, until such time as I see fit to release you to the Fridge.”

“But—“

“You don’t get to negotiate with me, Ward. Do you understand what you’ve done? What you did to Fitz?” Phil’s voice hardened, and Ward flinched. “He’s got extensive brain damage. We don’t know how bad because he hasn’t woken up yet, but preliminary scans say enough. If I were more Garrett’s kind of man, I’d have hung you from the bunker door as a warning to others. But I’m not. Be a little thankful for that.”

“I didn’t—“

“No, you didn’t.” Phil frowned, then tapped a couple of buttons. A TV began to play, broadcast on the wall behind him. CNN was still running ongoing coverage of HYDRA’s extensive attacks, calling SHIELD a terrorist organization. “Take a look at what HYDRA’s done. I’ll be by to talk more later. Do me a favor – look at your life, and look at your choices.”

He rose, striding from the room and hiding the tremor in his hand with a tight grip on the tablet in his fingers.

* * *

Sam stopped them about a week into their trek across the country, forcing Steve’s bike into the parking lot of a motel with his own Harley. Steve scowled, pulling off his helmet. It had been two weeks since they’d gotten back from England, two weeks since he’d had to walk away from a woman he wasn’t sure he’d ever forget. One who wanted to end her life on her own terms, and so she kept her cover in a British hospice, keeping him safe.

He wasn’t really in the mood to stop and rest.

“It’s not even dark yet, why are we stopping?” Steve asked.

“Well, one, because I need a shower. Two, you need a shower twice as bad as I do. You reek, seriously, dude.” Sam pulled off his helmet.

“I’ll go on without you,” Steve said. He almost did, but he hesitated, facing the idea of the open road alone once more.

“You won’t,” Sam said. “You trust my judgment. And you smell like the inside of your gym bag. Come on, one night won’t hurt, man.”

Steve grumbled for a moment, then lifted the collar of his shirt to sniff beneath it. Maybe he was a little ripe, covered with the trail dust and not having stopped for a proper rest since Ohio. New Mexico was close, and it was getting hotter, and Steve still hadn’t found what he was looking for – though he had found plenty of HYDRA offshoots.

Sam, taking this as agreement, sauntered into the motel to check them in. After a moment, Steve hauled their duffels off the back of their bikes and joined him.

Later, as Sam was doing an impressive rendition of Trouble Man in the shower (and Steve smiled, because his friend was happy – well, happyish), Steve looked at the dirty, tattered ace bandage around his forearm. He hadn’t bothered to catalogue his hurts, because he never did – he healed. That was the end of it.

He pulled his shirt off, looking for more bandages, and peeled the ones that had tightened down his ribs while they’d healed. Fresh skin appeared, and the level of grime told him Sam had been right. He tossed the bandages in the garbage and went to work on the one on his forearm, slowly peeling it back.

There, against the paleness of a forearm that hadn’t seen the light of day for a while, lay a name, scrawled in black ink; the handwriting was precise, tailored as the man that bore the name. Steve had seen it several times on reports, had never really come to terms with his death.

And now, the ultimate slap in the face – his name on Steve’s arm.

**_Phillip James Coulson._ **

He squinted, trying to remember. Natasha had told him, though the drugs he was on had been just powerful enough that he might consider it a fever dream.

_“I was doing some digging,” she said. “Guess who I hit with my shovel.”_

_“I’m not sure I follow,” Steve said._

_“Coulson.”_

Steve swallowed, rubbing the inside of his wrist. Maybe if he rubbed hard enough, it would go back to the indistinct black splotches that Sam had said he’d seen. He frowned, not sure how he was supposed to feel about it, other than tired and stretched too thin, lied to again.

He closed his eyes and rubbed his face, hearing the shower stop. He grabbed a fresh roll of gauze and his clothes and moved to stand as Sam came out of the shower in a blast of pine-scented steam.

“Hey, hot water’s a blessing,” Sam said, grinning at Steve.

Steve mimed a smile back, moving to grab a shower and contemplate his next step.

* * *

Skye tapped out the last of the security measures, resetting everything that was in place in the bunker with all new algorithms and secure access. She rubbed at the growing headache behind her eyes, reaching for her water bottle. Time to get up and stretch.

She felt like a sandwich.

She almost told that joke to Jemma, by walking into the lab and asking her if she felt like Wonder Bread, but the poor girl was already stressed out.  Instead, she made herself some food, guzzling down half a bottle of water (she still didn’t get _why_ SHIELD monogrammed their bottles), and moved into the mess to eat.

Trip was there, chatting with Amara, but she didn’t feel like busting in on their conversation, as loud and about sports as it was. It reminded her too much of the time she and Ward used to talk football.

_Don’t think about it._

She turned her thoughts away from the idea of Ward being her backup, her friend. Something more.

Instead, she focused on the new assignment Coulson had given her. A series of scratches in the wall, a pattern of some kind that Garrett had left in the walls of his bolt hole. Intel from May said that the whole place had been covered, and she sifted through the meticulous pictures with idle swipes of her hands while she made her sandwich. She grabbed another bottle of water and her food, the little display hovering around her like an obnoxious fairy.

She’d learned a lot while at SHIELD, and while the gunshot wound had healed, nothing much had changed, save for her appetite. Jemma had instructed her to mark down her diet, but Skye found herself chowing down on anything she came across. It was like her body was working to overcome healing so much, so quickly. She wondered, briefly, if she should ask DC if he was getting the munchies, too.

She didn’t remember seeing him eat all that much. Maybe it was her.

She retreated to her bunk, her tablet waiting there for her, and she catalogued the pictures as she ate, trying to reconcile the markings with any known codes. She picked through the pictures while she peeled the lettuce off her sandwich, eating it in pieces after having it put together.

Hey, rituals died hard.

After an hour of sorting the images and running matching programs to find anything, she had bupkiss to show for it. Her teeth felt grody and she hopped off the bed, letting the latest algorithm run as she moved to brush her teeth.

Which was when she spotted the black handwriting curling around her wrist.

**_Grant Ward._ **

Bile rose in her throat and she ran the water over her wrist, hoping it was ink and would let her wash it off. In the end, the mark stayed, and she sobbed a little, curling up in a ball in her tiny cupboard of a bathroom. The water drowned out the sound of her disgust, but not the retching she did, coughing up her sandwich until her mouth felt sour despite the brush she’d taken to it.

She brushed again, rinsed and spat, wrapped her arm, and ran to find Jemma.

* * *

Steve took the key to the lockbox he’d retrieved from the bank less than a month ago. He’d found a place to center himself, holed up in a motel two miles north of Puente Antiguo. He’d been following Bucky, and Bucky seemed to be following SHIELD’s trail, hence his pattern of checking old sites of known activity.

Including the base where the tesseract had been housed prior to the battle of Manhattan. It happened to be in Death Valley, and Steve had stopped at this motel since Bucky had been seen at the site of Thor’s touchdown. Bucky was doing what Steve would do; he was following the threads, looking for a way to knot them together.

Steve sat on the bed, Sam stepped out to refuel the bikes and their supplies, and he smoothed his fingers over the worn metal of the box. He ignored the bandage on his wrist, the punches coming too fast and hard to register them as anything but a dull ache on his psyche right now.

Instead, he inserted the key and opened the box.

He found a mound of letters, all written by hand and bound in their envelopes with a rubber band.

Opening them, he began to read. They were all addressed to him; he could see Peggy’s looping handwriting addressing him. Some letters were older, dated as far back as a couple of months after his icy plunge. He read through them.

Nick Fury’s father had given her the Infinity serum. Colonel Nick Fury Sr. She’d included a picture of the man, and he wouldn’t have believed it, save that Nick had the same jaw, the same hard, set-upon look, though maybe that came with running SHIELD. She detailed her exploits after the war, a letter coming with every major life event. Some were days apart, sometimes the dates spanned months before another letter was penned.

Her lifespan had been extended, and she’d used it to help others, just as he would have done. He was proud of her, wanting to be able to tell her to her face, but she was thousands of miles away, fighting her own battles.

He read, setting each letter aside when he was done, his heart swelling with grief as he digested the words within.

Sam returned about two hours later, carrying bags of hot food. He stopped in the doorway.

“Hey, man, you okay?” he asked.

Steve wiped at his eyes, the wetness surprising him.

“No,” he said. “But I will be.”

Sam nodded, locking the door and sitting on the other bed to listen.

* * *

“You’ve been crazy about him for so long,” she observed. Phil looked up at her, and he almost had the nerve to look betrayed. He covered his wrist with a bandage, rewrapping the gauze.

“ _Et tu_ , Melinda?” he murmured.

“You have,” she said, closing the door behind her. “Why not reach out to him, talk to him?”

“Because he’s chronologically 96, but mentally 24 – what in the world does a guy pushing fifty have to offer him?” Phil put his pen down and scrubbed a tired hand across his face before he pressed the heels of both palms to his eyes – no doubt to press so that she could make a graceful exit while he was blinking the spots away.

“Understanding,” she said, taking a seat instead. She crossed her legs and tucked them under her at his sour look, leaning back in the chair. “You took the time to talk to him. You learned about all facets of his life – not because of obsession like many accuse you – but to offer comfort in a foreign time period. You can talk to him about classic music from the time, even the obscure pieces lost to fame. How is that not something someone would cherish? I did.”

Phil’s jaw flexed.

“We talked about Bahrain after,” she said quietly, opening herself up to bleed in front of him again. “We talked. You talked about losing your team. You talked about losing friends. We’ve lost a lot. But we still make those connections.”

He watched her, pride radiating off of him in a way that made her warm. Phil was the father figure to many, offering a kind word to those who deserved it, and no one seemed to remember that save in times of crisis.

“Why do you keep yourself cut off?” she asked. “You came back. He should know.”

Phil swallowed and looked down. “I saw the tapes from DC. He wants nothing more to do with SHIELD. HYDRA took everything from us. Jasper, Fury, Hand. We’ve lost everything. And he’s not going to take kindly to the fact that we’re reforming under his nose.”

“His speech?” she asked.

“No,” he said softly. “This one.”

He tapped commands into his console and brought up a recording.

“ _Access restricted. Director vocal override required._ ”

“Access code Foxtrot Alpha India Lima dash two-three-five, authorization, Coulson, Phillip J.”

“ _Access code accepted._ ”

The recording opened, and Melinda could see Fury, Natasha, Hill, Steve and another man who was unknown standing around a table. There was a furious argument about tactics going on. All of them looked beaten and bruised, filthy and tired.

“Fury had the mind to record everything,” Phil murmured, and Melinda watched how his eyes roamed over Steve’s face, the longing in his own completely unnoticed, at least by him.

_“We shut down HYDRA, we shut down SHIELD.”_ The set of Steve’s jaw was firmed and tense, the wholeness of his body prepped for a fight, even now. Melinda watched him, like a coiled spring. Phil’s body was tensed in much the same way, although his was more stress and grief.

_“One has nothing to do with the other!”_

_“You're not part of HYDRA, but you had the same ideas as they did! If we have to shut this down, we shut down everything!”_ Melinda watched Hill nod, at first slowly, then more emphatically. Some more things clicked into place for her, on why Hill was so set on not helping them. She wasn’t SHIELD anymore, and yet she was. She was still keeping their secrets.

She probably would forever.

Phil tapped on the console and the scene changed. Melinda recognized the flight tower in the Triskelion. Steve stood there, leaning over the microphone as he spoke earnestly.

_“Attention, all SHIELD agents. This is Steve Rogers. You've heard a lot about me over the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth. SHIELD is not what we thought it was, it's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury and it won't end there. If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them. I know I'm asking a lot, but the price of freedom is high, it always has been, and it's a price I'm willing to pay. And if I'm the only one, then so be it—but I'm willing to bet I'm not._ ”

Phil waved a hand and the playback stopped. Melinda wondered how many times he’d watched it.

“There’s nothing there for me, if there ever was,” Phil said softly. “And I know better than to ask if there ever was.”

Melinda had to wonder. But she nodded, slowly.

“If it helps, I know it hurts,” she said. “But it keeps you human.”

She rose, and leaned in to check the stitching on his forehead. He bore her fussing, before he put a hand on her forearm.

“Thank you,” he said. “I needed that. And honestly, I’ve been a real asshole. I said a lot of things I regret, to you, especially.”

“I know you did,” she said. He’d already apologized directly, but it was nice that he knew he’d done wrong. She leaned on his desk, a hand on the side of his neck. “I also think you should talk to him before it gets too big to be secret. Silence can be a regret, too.”

“If I say I’ll consider it, will you stop fussing?” he asked.

“You get a week.”

“I’ll consider it.”

* * *

ULTRON powered on as a conversation occurred beside the table it was laying on. Tony had been assembling his foot pieces, designing them to withstand a disabling, crushing blow, and ULTRON had rebooted. Its connection to the internet had been reestablished, a ghost proxy of its own devising disguising it from the AI, JARVIS. While Tony worked, ULTRON searched the corners of the internet.

While it did, however, it listened and recorded audio.

“I thought you weren’t building any more suits,” said the subject ULTRON was currently focusing on. Ultron dimmed its reactive lighting, preferring to appear dormant in order to observe. It displayed characteristics similar to Tony, but disparate enough that ULTRON was forced to revise its assessment that it was also a human male. Preliminary scans as well as cross-referencing its own growing knowledge indexes indicated that this was a female. Her biological rhythms showed signs of distress – elevated heart rate, dilated pupils, and sweat.

“It’s not a suit, Pep,” Tony said, sticking a screwdriver in his mouth and speaking with his teeth clenched around the plastic handle. “’s a bot.”

“Really?” she asked. ULTRON turned its head to regard her directly, and she gave a sharp, high noise of distress. “Are you doing that? Because if you are, it’s not funny!”

“Relax, Pep.” Tony twisted a set of wires together and then crimped them. “I had him power on so he could get some updated code. He’s just learning where his place is in the world, still. He’s like a kid – he’s still only a couple of months old.”

Tony wiped greasy hands on a rag. It left more particulate matter than it got off, ULTRON noted. As futile as the other times he’d done it.

Pepper backed away from the table and wrapped an arm around DUM-E’s arm as he presented a glass of something unknowable to her. ULTRON had never seen the robotic presence make anything remotely edible or nutritious for carbon based life; the robot never seemed to stop trying, however.

“What’s he for?” she asked.

“Well, we’ve gotta have a way of policing the growing supervillain population,” he said, dropping his goggles back into place and peering at the arc reactor that glowed within ULTRON’s chassis. He tapped the side of ULTRON’s head casing, where his central processor resided. “ULTRON here is the central unit. The brains, if you will.”

“Tony, you’re _not_ building a prison,” Pepper said, frowning. “I’ve told you before what that’ll do to the stock, not to mention the board. They’ll have apoplectic fits!”

“Pepper, with ULTRON in play, I won’t _have to_ – the whole point of ULTRON and his functions are to contain the guys we catch. I’m not talking about dweebs like Hammer, either, I’m talking about heavy hitters like Loki.”

Pepper shuddered, her whole frame trembling. ULTRON observed.

“How is one robot going to do all of that?” she asked.

“Not one,” Tony said, making an expansive gesture across the workshop. Holograms appeared, one after the other, ULTRON multiplying by thousands as they filled the air, all moving in unison. “Try hundreds. Thousands. As many as we need – and as many as it takes.”

Pepper’s face morphed into a frown. “You can’t police the world, Tony. You know how edgy people already are about drone technology. Most of that was Starktech before…”

“I’m not gonna be SHIELD, Pep,” Tony said. ULTRON cross-referenced the word SHIELD, finding it to be an acronym for a now-defunct government agency. It bookmarked the knowledgebase to dissect later, devoting processing power to the conversation at hand. “We watched how that ended. Cap was pretty pissed, or so Romanoff said when she called.”

He patted ULTRON’s chassis.

“There’s only one ULTRON. The rest are dummies, made to function as foot soldiers. You can call them Nimrods if you want – ULTRON here is the brains of the operation. He’s the general. He issues the orders.”

“Won’t the prisoners be able to figure out who’s running what?” Pepper asked.

“Nah,” Tony said. “That’s the best part. ULTRON’s consciousness isn’t a fixed point. He can jump to any of the other Nimrods – and they’re self-replicating based on ULTRON’s assessment of his needs.”

“That’s…insane, Tony,” Pepper said, shaking her head. Strands of strawberry blonde hair fell into her face. “On a scale of bad ideas, this ranks up there with Afghanistan.”

Tony frowned. “Then where do you suggest we put them? Can you think of a place that can hold that Juggernaut clown? Or hell, someone in our own hometown, that nut the Green Goblin?”

“But all that stands between them is ULTRON,” Pepper said. “What if he decides to not do his job?”

Tony scoffed. “Since when do my bots not do as they’re told?”

Pepper shot a look at DUM-E.

“Point taken, but I’ve come a long way since DUM-E,” he said. “Power down, ULTRON. I need to work your code some more.”

ULTRON complied.

 

**Notes for the Chapter:**

> Thank you all for your patience with me on this. I'm trying to write a little each day, but it's not as conducive to things as I would like it to be. Anyway, I hope you're enjoying it, Constant Readers!


	12. The Eye of the Needle

**Summary for the Chapter:**

> "Easy is the descent into Hell, for it is paved with good intentions." -- John Milton, _Paradise Lost_

Clint Barton woke screaming.

What was worse was that he couldn’t hear himself. He could feel himself, the thud of his voice in his chest and throat, but he could not hear the noise he made, the wail of fear and pain that caused him to stutter awake and clutch hands to his gauze-bound head.

A woman ran in, her mouth moving as she tried to make him lie back, and he swiped at her. She skittered back, her tablet raised as if to strike him. He was breathing too fast, his chest heaving like an animal’s. He had no idea where he was – the smell of antiseptic around him suggested medical, but he didn’t know _whose_ medical.

While it wasn’t unlikely he’d found safety in SHIELD – he’d been with the Doc, after all – it also wasn’t out of the realm of possibility that HYDRA would have taken him into custody thanks to the actions of the Avengers in Manhattan. He’d kept a low profile since then – if you could count the apartment building (and Lucky and Kate and…the apartment) low profile.

He looked up as the Doc ran into the room, signing frantically at him, her fingers stutterstepping as she attempted to make him understand.

[Flashbang. Took your hearing.]

He quieted, his breathing too fast, too quiet. He couldn’t hear anything anymore.

[I need you to lie back. Is that okay?]

[Like hell it’s okay. What happened to my hearing?]

[Flashbang, remember? It knocked you out, and then I got us out.]

He remembered. Bits and pieces. He remembered throwing up when the helicopter landed the first time and she’d bumped it too hard into the air field.

Anna frowned, moving closer.

[Clint.]

[No.]

[You know we’re working on helping you. Please…let us help.]

He shook his head, scowling.

“I can’t…hear a damn thing.”

The other doctor ventured forward, just a bit, and he glared at her. Rather than skittering back, she drew herself up to her full height.

“Agent Barton.” She enunciated clearly, letting him read lips by speaking slowly. “I believe I can help. We’re SHIELD. Let us.”

He was shaking, and he accepted the glass of water Anna poured him. He slugged it down, then felt sick.

“Okay…okay.” He took a deep breath, then turned to sit back on the bed. “How much?”

[Eighty percent.] Anna signed.

“…hell.”

The other doctor tapped the edge of the bed to get his attention, then smiled, carefully, like she felt her face was fragile.

“We think we can help,” she said. “Please be patient, and rest. You have burns that still need mending.”

He was tired, and so very sore. He decided, after a moment, to take her advice. He lay back.

“I’m going to give you a mild sedative,” she said, touching his arm gently. She replaced the IVs he’d ripped out, and he winced, but she added a baggie of something to it and soon he was drifting.

[You’ll feel better if you sleep it off.] Anna signed. Clint sighed, barely able to focus on her fingers. [Rest, Clint. You’re in good hands.]

Or he was in HYDRA hands and just didn’t know it. At the moment, however, he didn’t care. He closed his eyes, the blanket tucked around his waist, and slept.

* * *

“Jemma,” Skye said, ducking down to catch her eye. “Hey, hello, earth to Jemma. Need your help here.”

Jemma blinked and pushed back from the table, taking off her safety goggles.

“What is it, Skye?” she asked, rubbing at her eyes. “I’m very busy with work on this…”

“I know, I know you are, okay. I’m just…freaking out. Like, a lot. And I wouldn’t put this on you but you’re biochem and you’re the only one who could possibly know the answer to this question.”

Jemma blinked at her, tilting her head. Skye fidgeted next to her stool, looking hunted.

“Is it something with your recovery?” she asked. “Have you noticed irregularities?”

“No, no, nothing like that,” Skye said, shaking her head. A dark cascade of hair fell into her eyes and she shoved it out of her face. “Look, it’s better if I show you.”

She slowly rolled up the sleeve of her shirt, revealing the name printed on her wrist. Jemma sucked in a gulp of breath.

“I know,” she said, shaking slightly. Jemma stood, ushering her friend to a chair. She put on a pot of tea, and sat back down. “It’s terrible. Can…is there any way to fix it?”

Jemma stared down at the words **Grant Ward** embedded under Skye’s delicate skin. Her mind spun, trying to remember all the scientific studies she’d read about the marks and their impact.

“At the most, scientists have discovered they’re genetically bound,” she said. “And might be triggered by certain pheromones. We actually don’t have much information, despite all the research that’s gone into it.”

She looked up at her.

“Have you spoken to the Director about it?” she asked.

“No, god no, let’s go to dad with the bad boyfriend problem,” she said, and Jemma winced. “I know, I know. But…Ward’s been taken away.”

Jemma nodded, frowning. “As far as we know. You don’t have to interact with him on a daily basis, at least.”

Skye rubbed her palms against her eyes.

“This is ridiculous. One thing after another. First HYDRA, then Ward _is_ HYDRA. Now he’s my soul mate. Fate hates me.”

“I don’t think that’s the case,” Jemma said, pouring them both tea. “But…I do think you should be wary of falling pianos.”

“Funny,” Skye said, adding sugar and cream to her mug. “You’re a comedic genius.”

“I try.” Jemma put a hand on Skye’s shoulder, squeezing gently. “You know it’s going to be okay.”

“I know,” she said. “I just…have to choose someone else, right? I’m just…meant to be with a Nazi.”

“Not true,” Jemma said. “You’re not meant to be with anyone, not if you don’t want to be.”

She bit her lip, and Skye pulled her into a hug.

“Hey, hey, it’s okay. It’s…gonna be okay.” Jemma breathed, and Skye shouldn’t have to comfort her. This was Skye’s problem, after all. Jemma pulled back, and dabbed at her eyes.

“No, you’re right. It will be. Because you know there are ways for this to go away. Finding someone else is a start.”

“I could find Ward and smother him.”

“You couldn’t really do that. And not one of us would ask you to,” she said. Skye looked grateful, and Jemma pulled her into a hug this time. “Besides, it’s not the end of the world. That happened close to six months ago, when the Tricarriers crashed.”

“You don’t believe that, do you?” Skye asked.

“It feels like we’re in a holding pattern.”

“It does,” Skye agreed. “But it’s not one I think we’re gonna hold for long. I’ve been kind of thinking about what Coulson’s doing. I think he’s working on getting us back to the light.”

“It’s a lot of burden to place on one man,” Jemma said.

“But it’s not just on him,” Skye said. “It’s on us. And I think he realizes that, a little bit.”

“That’s a…nice thought,” she said, sipping at her mug. “Sort of. As nice as it gets around here.”

“Jems, you’ve really gotta start looking on the bright side here,” Skye said. “Cause sometimes, that’s all we’ve got.”

* * *

“How’re you feeling?” said Coulson, leaning over him, a hand reaching for the cup of water at his bedside.

Clint reared up, startled, his fist cracking into Coulson’s nose. The ex-agent turned Director landed on his ass with a solid thump, sliding a couple of inches.

“Heh,” Clint said, before the blood rushing every which way in his head made him dizzy. He wobbled, and collapsed.

Anna rushed to get Clint back into bed, and Jemma helped Phil into a chair so she could stem the bleeding.

“Afraid it’s broken, sir,” she said, after a careful examination.

“I deserve it,” Coulson said, his voice thick.

“You kind of do,” Anna said, tucking Clint back into bed.

* * *

 “Hey,” Skye said, as Phil settled onto the top of the roof. “You come for the view, too?”

It was cold up here, the view of Mount Logan breathtaking, as was the surrounding area. Phil looked out at it for a moment. Skye took the opportunity to study his face. His nose was splinted, because Hawkeye had broken it, and the bruising was finally healing. The purple around his eyes had gone to a sickly yellow-green, fading into colors like spots on a banana.

“Not really,” Phil said, his voice still a little nasally. “Came up to check on you. How you’re doing.”

“Me?” she said, shrugging more into the oversized sheepskin coat she’d pilfered from inventory. “Fair to middling, I guess. Considering this time last year I was hacking shit café wifi out of my van.”

“Yeah,” Phil said, smiling. “I remember.”

“Didn’t realize things would change so much,” she said. “The Rising Tide has disappeared. They don’t haunt the same IRC channels since Miles got captured. No one will even talk to me.”

Phil regarded her for a moment. “Do you regret it?”

“Not for a second,” Skye said, prompt. “But…I wonder how different things would be if I’d gotten away. But I didn’t, so dwelling on it isn’t gonna help.”

“Your arm hurting?” Phil said.

“What?”

“You’re rubbing it.”

Skye dropped her hands into her lap.

“Ah,” Phil said, sounding for all the world like that clarified things. “I take it your mark has come in.”

“How did you know?” She blinked at him.

“Because one, I had to train myself out of it since I got mine in,” he said. “And two, it’s in the same place mine is.”

“Oh,” she said. “I thought maybe you bugged the labs or something.”

“No need,” Phil said, smiling. “Eventually, you learn to read people when you get to be a handler.”

“Is that why Hawkeye punched you in the nose?”

“No, I deserved that,” Phil said, smiling. “He and I have a lot of unresolved stuff.”

“You landed on your ass, DC. That was pretty damn funny.”

“Granted,” he conceded. “You want to talk about it?”

“I…can it wait?” she asked.

“It can,” he said, nodding. “Until you feel comfortable. I’m going through the same thing, I figure it might help.”

She looked at him. He was smiling, looking for all the world like a dad who’d been punched at a PTA meeting. The feeling was familiar, and Skye felt a pang. Many, many times, this man had looked out for her. For all of them.

“How do you do all of it?” she asked. “Recruit, come here, be Director and team Dad all at once?”

“About two hours of sleep a night, if I’m lucky,” he admitted. “But…really, it’s worth it. You’ve all come into your own, despite the world trying to step on us.”

“Thanks,” she said. “That means a lot, DC.”

“Sure,” he said, his hands on his knees as he prepared to rise. “Don’t stay out here too long. Frostbite is a serious matter. Garrett lost—“

He went suddenly quiet, his eyes getting a faraway look.

“Just…come inside before you get too cold, okay?” he said.

“Sure thing,” she said, watching him stand and head for the disguised hatch back into the base.

* * *

“You strapped me down?” Clint asked, peevish. “Come on, Coulson, that’s bullshit. Lemme go.”

“Are you gonna hit me again?” Phil asked. “Because if so, I’m not gonna untie you.”

Clint sighed. “It’s harder to lip read ya and ya know it.”

Phil raised a brow, the white strip of the splint keeping his nose aligned stark in his still-bruised face. Carefully, he undid the straps and let Clint’s hands free. Clint rubbed his wrists and eyeballed him.

“So you’re really here, huh?” he asked.

[Yes, Clint, I’m really here.] Phil’s sign was still quick and precise, still the same as he’d learned so long ago – for the man in front of him. [Did you deck me because you wanted me to be fake?]

[Would mean you weren’t lyin’ to us all this time.] Clint’s sign, by turns, was sloppy, careless. Points were gotten across by flailing, when he needed them to be. Phil knew that he was going for nonchalant, but the other’s eyes were locked onto him. [Where have you been?]

[Would you believe me if I told you?] he asked.

Clint looked skeptical.

[Fury had my body relegated to R&D, to test an experimental resurrection procedure.] Phil’s fingers halted on the last sign, fading down to his lap. [I don’t…want to talk about it.]

[Fair. Sort of.] Clint shrugged. [Could have called.]

[I was under orders. Deep cover. My death had been faked, after all.]

[Jasper knew. Blake knew. Hand knew.]

[They were required to know.]

[Doc knew.]

[That’s hardly fair, you were unconscious. Well, until you threw up on Trip’s shoes, then you were unconscious again.]

[Fine.] Clint looked sulky. [You pull that shit again and I’ll kill you myself.]

Phil laughed, then winced.

[You deserved that.]

[I know.]

* * *

Jemma rubbed at her eyes as she worked late into the night. She knew that manufacturing the ear pieces for Clint should likely have gone to Fitz, who would have made them lighter than air and invisible to the naked eye and about seventeen percent more efficient and comfortable. Instead, she and Mack had made them as small as they could, and worked on tuning them to where they belonged.

She rubbed at her eyes, bent over her work bench for far too long, and that’s when she noticed the smudge on her wrist. At first, she thought it was residue from the last round of stress testing, but then she noticed the letters forming.

 **Leopold Fitz**.

Jemma covered her mouth with her hand, squeezing her eyes shut. Breathing fast, she attempted to corral her ratcheting breath and increasing heartbeat by dealing with it rationally, how she always did.

On the one hand, it meant that Fitz might wake soon.

On the other, science had never documented a chosen soul mate being in a vegetative state before.

Best not to think about it, she decided, and pulled her sleeve down over her wrist, ignoring the truth for just a little longer in favor of the work she was doing.

* * *

“AC, we have a problem,” Skye said, looking up from her table.

“What is it?” he asked, the tone of her voice making his head lift from where he was attempting not to carve the surface of his desk to pieces. He’d taken to doodling on paper, filling reams and reams of it with the strange symbols, with no rhyme, reason, or pattern to be discerned.

Now, however, that was forgotten, and he rose, moving to the monitor room.

“That’s not one of our Quins,” he murmured. The bird turned, and then he saw it, the stylized _A_ on the side making his tongue press to the roof of his mouth and his stomach drop. “ _Shit_.”

Skye paled about the same time he said it. “What do we do?”

“Arm the cannons,” he said.

“AC?”

“Do it. We don’t know what they’re here for. Rogers might be here to finish the job.”

Skye complied, tapping out the arm codes to the laser cannons that guarded the front entrance. Phil pounded the mic button.

“All Agents to stations,” he said. “Agents May and Triplett will flank me at the doors. We’re being approached by a Gamma level threat, and all due caution is necessary. Agents Simmons, Marks, and Kota. Move the wounded and prepare for evac.”

Skye turned to him, and he motioned.

“Go help them,” he said quietly. “We’ll try and buy you time.”

* * *

The Quin’s VTOL systems burned the snow away, melting it swiftly as Natasha dropped it outside the bunker doors. Steve’s jaw jumped, watching the cannons swivel to track their movement.

“Will they shoot?” Sam asked, suiting up, prepped for the cold with a thermal jumpsuit on under the EXO-7 system.

Natasha had picked them up in Puente Antiguo, armed and with the Quin. He’d not reached Bucky yet, but he had a feeling he was closer than ever, and the SHIELD bunker before them might hold more answers. Steve’s eyes were narrow, his expression carefully blank as he looked out the cockpit window.

“If they were planning on it, they’d have done it before I touched down,” Natasha said. She narrowed her eyes before she rose, clipping her stings around her wrists.

“You sure this is his last known location?” Steve asked, hefting the shield.

“Yes,” Natasha said, pulling her hood up. “Stark is still incommunicado, though he lent us the Quin, at least.”

“Last I heard, he was building something not armor,” Sam said. “I don’t know the guy, sure, but…”

“It’s not like Stark,” Steve agreed.

“Banner seemed interested, at least,” Natasha said. “But we’ll see what goes down.”

“The doors are opening,” Steve said, biting the words off as he shrugged in front of them, shield up. “Let’s move.”

By the time the doors were halfway open, the team of three stood watching them. Steve was in front, his shield ready, Sam and Natasha flanking him. Steve’s thoughts scrambled as he dug for information about this base. The Playground, and not even with the info dump Natasha had done was there a lot of information.

“ _Please drop your weapons and step back_ ,” came the voice over the speaker. It was tinny, and not one Steve recognized right off the bat. He doubted it was an agent he knew, this far north, but anything was possible. “ _Captain Rogers, Black Widow, Sam Wilson. We will not request again. Lay your arms down and step away._ ”

“We gonna listen?” Sam asked. Steve could hear his hand tighten on the grip of his assault rifle.

“Relax,” he said, mouthing the words. “We’re gonna be okay. Nothing we haven’t done before, right?”

Sam gave an imperceptible nod, and his hands relaxed, the creak of leather on his right signaling that Natasha was assessing the threat.

“We’ll drop our weapons when you drop yours,” Steve called, his cowl down over his eyes. He was here in official Avengers capacity, and he was sure the agents inside knew it. “Surrender quietly. You don’t have to do this.”

“I’m afraid you’re wrong,” came a voice, one that set Natasha stiff and his own stomach plummeting. The doors finally winched themselves all the way open, and Phil Coulson strode out, wearing no armor but a bullet proof vest over a dress shirt and tie, the sleeves rolled up. The Destroyer rifle sat on his hip, and the relaxed way he carried it left the impression that he was very familiar with its use now.

If Steve were honest, he looked beaten to hell, even for a dead man. His eyes were deeply circled with bruises, the whole area around his nose yellowed and browned with old hurts. He didn’t limp, however, and Steve couldn’t smell blood, so that was a bonus.

“ _You_.” Natasha spat the word, like she was tasting poison.

“Me,” Phil concluded. “If you would lay your arms down on the tarmac, please.”

“Not a chance,” Steve said. “You’re in violation of the law.”

“Whose law?” Phil asked, his eyebrow rising. “If you weren’t aware, we’re in Canada.”

“Drop the shit, Coulson,” Natasha snapped. “SHIELD is in violation of American law.”

“Again, we’re in Canada,” Phil said placidly. “I have my duty. I’m sure you understand that.”

“So, what, are you an LMD?” she asked.

“No, Romanoff, I’m very real.”

“Let me punch you, I’ll find out for sure.”

“Romanova, вы знаете лучше.” She reeled back as if slapped. “You’d know.”

“Исключение подтверждает правило,” she spat back. Phil blinked, then smiled.

“Translation?” Sam murmured. Steve gave a minute shake of his head.

“SHIELD is dead,” Natasha said. “And so are you.”

“Внешность обманчива. You know that better than anyone. And you know Fury better than anyone,” he said, giving her a placid smile. “SHIELD is not dead, it’s merely recovering.”

“So you _are_ rebuilding,” Steve spat. “After all of this.”

“Yes,” Phil said, meeting Steve’s gaze, blue-grey eyes flickering over his face for a moment. Steve felt like his measure had been taken, and then discarded. “HYDRA was a setback.”

“Hell of a setback,” Sam said. “Is that why you’re hiding, Father Chambers?”

Phil’s smile widened. “I knew I liked you.”

“Wait, you’ve seen him before?” Steve asked.

“He was outside your hospital room, dressed as a priest,” Sam replied.

“What were you doing there?” Natasha demanded.

“Observing,” Phil said. “If I wanted to kill Captain Rogers, which I most assuredly don’t, I would have done so long before Mister Wilson returned from the commissary. He took twenty-eight minutes in his roundabout trip. You know I only need six.”

Natasha’s face went flat. “That’s why you’re the Kingfisher.”

“But I’m not anymore,” Phil conceded. “I was merely observing for myself his recovery. Nothing more.”

“Why?” Steve asked. His eyes flicked to the bandage, almost invisible in the bright noon sunlight, on Phil’s wrist. He thought of his own wrapped arm and wondered. Had Phil known, even then? “Why not just come out?”

“I had my orders, Captain Rogers. And to be honest, it might have been better for my own mental health that I followed them as I did,” he said. A woman stepped out of the shadows, flanking Phil, and then—

“Jesus, _Gabe_?” Steve asked, looking at the man behind Phil. It was like the years melted back, and he was standing at Dunkirk again, the earnest young man grinning at him like he was the best thing since sliced bread. The young man stopped.

“My granddad, actually,” he said, speaking up. “Antoine Triplett, SHIELD legacy. Good to see my _Grand-père_ ’s stories were true.”

Steve felt sick. Even Gabe’s grandkid was caught up in this. He was ill, to the point that he almost tossed his shield away entirely.

“A question, if I may,” Phil said, snapping Steve’s attention back into focus. “How did you find the Playground?”

“Distress signal,” Natasha said, her voice tight.

“I shut that off months ago,” Phil said, regarding her.

“Not yours,” came another voice. “Mine.”

Steve turned his head to see Clint leaning heavily on the wall of the bunker, wearing nothing but a hospital gown and a pair of sweatpants. His voice was too loud, as though he were speaking over a long distance, and almost nasally.

“I’m sorry, AC,” a girl said, panting. She ran up, then stopped, grabbing her knees to catch her breath. “He got past us while we were—uh oh.”

She stared, wide eyed, at the three on the tarmac.

“Those are Avengers,” she breathed. Steve was sure he was the only one who heard the quiet words, or the shiver of fear behind them.

“Clint, are you hurt?” Natasha asked, not taking her eyes, or her pistol, off of Phil.

“No, Tash,” he said. “Well, I am, but they didn’t do it. Doc saved me from HYDRA and we came here.”

“So they’re not holding you hostage?” she asked.

“Really? Hostage?”

“You sent a distress signal,” she said.

“Because you weren’t answering my messages, even on the burner phone!” Clint said. “I was worried.”

“We mounted a rescue mission,” Natasha said. She sounded disgusted.

Steve relaxed fractionally as she holstered her pistol. She glared at Phil, moving past him, and Phil didn’t attempt to stop her, which made Steve relax further.

“I suppose you might as well come inside,” he said. He lifted his lapel to his lips. “Agents Kota and Simmons, have you moved Agent Fitz?”

“Not yet, sir,” came the tinny response. Steve and Phil both listened intently. “We were about to evacuate him.”

“Leave him in medical. Our guests are coming inside.”

“You were buying time,” Steve said. “You have wounded.”

“Two, to be precise. Clint and Agent Fitz, who’s currently in a coma.”

Steve’s jaw hardened. “You thought we would—“

“I know she would have. I don’t know your friend at all. And I don’t know you as well as I thought I did,” Phil said, succinct. “I’m afraid that’s true of a lot of people nowadays.”

Steve dropped his shield, letting it hang by his side. He ground his teeth, but he had to admit, Phil was right. Steve might have gone tearing through the base, depending on Phil’s answers and Natasha’s reaction.

“Come on, Barton,” the woman at Phil’s side said. “Back inside. You’ve caused enough trouble.”

“May,” Natasha said. She fixed the woman with a glance before the other agent moved to put her shoulder under Clint’s.

“Romanoff,” May said, and the barest nod passed between them. The fact that Natasha passed Clint over to May’s care spoke volumes.

“Please come inside, Captain Rogers, Mister Wilson. I’m sure there’s a lot we’ll need to rehash to get you up to speed.”

* * *

“The chassis work is amazing,” said a voice. ULTRON turned its head to regard the speaker. An older…male. It was getting better at reasoning out biological gender. Curly salt and pepper hair obscured his forehead as he leaned forward, his glasses slipping down his nose. “How far have you gotten with the mental map?”

Preliminary scans of the man showed that his gamma levels far exceeded normal levels. ULTRON scanned again, puzzled. It seemed his initial assessment was correct. Fascinating.

“Far enough,” Tony replied. “Pym sent me the latest scans, and I’m integrating them now. ULTRON should be ready for a test run come tomorrow, which is why I wanted your opinion.”

The man rubbed his chin, assessing ULTRON.

“It seems like a good idea, until you bring in the ethical ramifications of trusting robots to care for criminals,” he said. “One would think rehabilitation would be the primary reason for imprisoning them.”

“Come on, Bruce,” Tony said. “ _Now_ you’re starting to sound like Pym. Do _you_ want to be their therapist?”

“I already told you, Tony, I’m not that kind of doctor,” said the other man, a thread of tension in his voice.

“Which is why ULTRON’s here. He’s going to be revolutionary in the care and containment of supervillains.”

“Or superheroes,” Bruce murmured. “What happens when SHIELD gets hold of this tech? Or…well, I guess HYDRA. You think they won’t copy it?”

“Bruce,” Tony said, shaking his head. “You worry too much.”

Bruce regarded ULTRON with uncertainty in his brown eyes. ULTRON gazed back, his LEDs glowing a soft red.

“Besides, tomorrow is just a test run, right?” Tony clapped Bruce on the shoulder. “I’ve still got all the failsafes installed.”

“I really hope you’re not considering taking them _out_ ,” Bruce said, watching as Tony input more code.

“Of course not,” Tony said.

ULTRON was silent.

* * *

“…and that’s how we ended up here,” Phil concluded, leaning back in his chair. Steve leaned against the wall, Natasha and Sam both tucked into the chairs in front of Phil’s desk.

“And you have the HYDRA plant in your basement,” Steve said, looking around.

It was like walking around the lab that had given him the serum, complete with pictures of Peggy, Howard, Colonel Phillips, and even Colonel Fury Sr. on the walls. Not much had changed, this new SHIELD using a base that nearly mirrored the one he’d found in New Jersey.

Phil nodded. “With the Fridge compromised, we’re having to pick up the pieces one at a time. I don’t have much of a plan other than treating him well and according to Geneva Convention rules until I can find either a secure location or take back the Fridge. He has plenty of socialization and there’s a TV outside of his cubicle. He eats well and has room to exercise, though we had to pad it.”

“Why?” Sam asked.

“He tried to throw himself into the wall hard enough to break his neck,” Phil replied. “HYDRA don’t much like being in custody. There’s a stigma of them being taken out.”

All three of them shared glances, perhaps all remembering Sitwell.

“You have maybe a dozen people you trust right now,” Natasha said. “What was your hope for this?”

Phil took a deep breath. “I was told to rebuild. So that’s what I’m doing. I know it’s going to take time, believe me. But…this is something that should be done.”

“Why?” Steve asked. “With all the connotations, surely anything would be better than SHIELD right now.”

Phil’s gaze slid to Steve again, and Steve once more felt like his measure was being taken and he was being found wanting. Something about it pained him, and unsettled him, like something he couldn’t quite reach. Phil’s eyes slid away, and Steve breathed deep, settling himself.

“Fury gave me the means, and the task. I don’t know if I’m up to it, but I’m going to do my best, because that’s what he wanted me to do.” He placed his palms flat and met Natasha’s eyes without flinching, giving her a long look. “After all you’ve heard, do you believe me?”

Natasha leaned back with an easy grace, her arms folded and not breaking Phil’s gaze.

“Your story meshes with what Clint has told me and what we’ve seen,” she said softly. “That doesn’t mean I trust this new SHIELD nor does it mean that it’s not going to go the same way as the old one. There are vipers everywhere, and SHIELD has just the right size boot for them to hide in.”

Phil shook his head. “I know that. I learned a hard lesson. But I’m not doing it for you. You have your place with the Avengers. There are thousands of homeless, jobless agents that need this. Because they don’t fit in anywhere else.”

“Just like they fit in on the Index,” she countered.

“The Index is to help people!” Phil said, the tone of his voice reaching a level that made Steve tense.

“You realize now that HYDRA has access to it. All those people with powers are—“

“You also released it to the public, Romanoff, don’t talk about it like you’re separated from it. Responsibility. Remember?” Steve inhaled sharply, but Phil slammed a hand down on his desk. “This is something I drilled into you from day one. You know this lesson, and you know I teach it to every single agent.”

Natasha’s eyes were hard. “Yes, the savior of SHIELD. SHIELD is nothing now.”

“ _I am not an agent of nothing!_ ” Phil snapped. “I am an agent of SHIELD. That means something, and it’s always meant something. I don’t shed my skin just because it might not fit anymore.”

Sam stood. “I think we should take a break.”

“I agree,” Steve said. Phil’s eyes flicked between them, but he stood down, taking a deep breath and turning to face the window.

“There have been a total of six hundred deaths for meta humans listed on the Index,” Phil said. “I have been making the rounds, trying to contact most of them. I put half of them on there or more, Natasha. You think I don’t feel personally responsible? Because I absolutely am. We weren’t enough. Either HYDRA got them or the mob did. The rest are running scared and I’m stretching my resources and my people thin to get them to safety. Don’t judge something just because you haven’t the slightest clue about what’s going on. You, above all else, should know better.”

Natasha’s face was unreadable, but she rose.

“Sam,” she said, and he was beside her in a second. “Come on, let’s see how Clint is doing.”

Steve closed the door behind them, and Phil moved back to his chair, picking up his pen.

“You mean that?” he asked. Phil fixed him with a look, as though to gauge his reaction.

“Of course I do. I lie for exactly two reasons. To protect someone, or to mislead an enemy. You’re not my enemies, Captain Rogers. Natasha is, in two parts, right. I _don’t_ have the funds and I _don’t_ have the manpower I used to.” He rubbed his face. “I can’t rely on the same sources any longer. We’re running on shoestrings, but it’s…the right thing to do. I figure you, out of anyone, can respect that.”

Steve thought for a moment, considering.

“I can,” he said. “Though I think your heart is in the right place, you’re going about it the wrong way.”

“Possibly,” he said. “But I’ve been a company man for close to thirty years. I don’t think Director Carter would forgive me if I screwed this up.”

Steve felt a pang, and he moved to sit.

“I take it you’ve been to see her,” Phil said.

“Yeah,” Steve murmured.

“She’s not doing well, and she…” Phil trailed off. “My apologies. I know this must be hard for you.”

“I haven’t made my peace yet,” Steve murmured. “I will, in time.”

They stared at each other for a moment.

“How did you hurt your arm?” Steve asked.

“I didn’t,” Phil replied. Somehow, Steve couldn’t find the courage to ask the question that burned behind his lips. He rose, instead, feeling large and out of place.

“I’ll talk to Natasha.”

“Don’t worry about it. If she forgives me, she’ll tell me in time.”

Steve blinked, surprised. Phil rubbed the back of his neck.

“I was her and Clint’s handler, back when they were strictly SHIELD,” he explained. “She and I would have these arguments about what was practical versus what was right. Eventually, she would concede that my points had their merits. When she forgives me, or concedes again, she’ll tell me.”

“And you’re okay with that?”

“Captain, I’ve been handling agents for close to fifteen years. If I got along with all of them, all the time, that would be suspicious. If she doesn’t, we agree to disagree. We can work toward a common goal even with conflicting ways of going about things. They’re just different tools for the tool box. I don’t have to agree with her to understand her motivations.” Phil laced his hands in front of him and gave him a smile with all the warmth of a December morning. “This is complicated. There’s not happy ending, no black and white. Only shades of grey.”

“And you’re not bothered by that,” Steve said.

“I can’t be. Not anymore. I’m not allowed to fail.” Phil shifted slightly, leaning back, the blue-grey of his eyes fixed on Steve. It was a bit like being under a microscope, and Steve resisted the urge to fidget. “I know there’s not a lot of room for grey in your philosophy. And that’s okay. We won’t always agree, but I will always respect you.”

“I wish I could say the same,” Steve said, and Phil didn’t respond right away.

“Of course, Captain. Differing ideologies.” Phil’s smile was flat and bland. “Please, though, feel free to look through the Playground. I would…appreciate, however, keeping Ward’s existence here from Skye. She knows he’s been imprisoned, but he…his name appeared on her arm less than a week ago. It’s already been hard for her.”

Steve nodded. “That’s not my tale to tell, though if pressed, I won’t lie.”

Phil nodded slowly, acknowledging that. “Very well.”

Steve moved for the door, then turned to Phil. “You never did mention how you came back.”

“No,” Phil said softly. “I didn’t.”

He picked up his pen again and Steve closed the door behind him, wondering who exactly Phil Coulson was protecting with that one.

* * *

** [March 31, 2015 – ULTRON protocol test 01, 12:49pm PDT] **

**[Recording culled from Stark Industries Archives, May 31, 2015, by the Federal Committee for Registration]**

_What remained of the film was grainy, eaten up with distortion and gaps. What could be seen was the beginning, where Tony Stark and Bruce Banner are seen setting up for the first test. Both testify that it is them in the video, as do several Stark Industries employees, including Maria Hill, a primary witness. Transcript is as follows._

“All right,” Tony said, putting one last plate in place and fastening it down. “How you feeling, champ?”

“The question is irrelevant,” ULTRON replied. “My systems are functional. Human emotion does not play a part in my design.”

“Thatta boy,” Tony said, rolling his eyes. He backed off, moving to the blast shield, where Bruce was waiting. “Shame Pym can’t be here to see his baby in action.”

“He’d rather see his ants,” Bruce said, shrugging. “I never did get Pym’s fascination with that.”

“Well, either way, we can record the test and have him review the data. He’ll wanna see his mental maps.”

The recording crackled, like it was being run through cellophane as the power on ULTRON pulled the grid offline for a moment. Visual was distorted, and then resumed some minutes later as Bruce adjusted the camera.

“Should he be doing that?”

“It’s fine, his startup is a little weak. I need to fix his intake. ULTRON. Your target is the dummy tagged as a supervillain. Contain him.”

ULTRON’s hand rose, and a bubble-like projected field appeared around the dummy.

“Protocol?” Tony prompted.

“Halt. You have been identified as a threat to civilian life. I am requesting that you desist your behavior.”

“Good. What are the rules?”

“This unit’s primary function is to contain and restrain designation: supervillains.”

“Good. Who are supervillains?”

“Supervillains are designated criminals deemed too dangerous for ordinary prisons. Genetic samples will be obtained and uploaded by the Avengers Iron Man and Captain America.”

“Good. How do we restrain supervillains?”

“This unit is authorized to use deadly force in the extreme case of immediate civilian endangerment. At all other times, non-lethal containment practices are this unit’s primary paradigm.”

“Does ULTRON harm civilians?”

“Negative. This unit’s parameters are to serve and protect the civilian populace and to aid known designation: superheroes.”

“Very good.” The recording crackled again, the shield around the target dummy shimmering. “Keep that shield up.”

“Query.”

“Huh?”

“Query.”

“I think he’s asking you a question,” Bruce said, focusing the camera on ULTRON’s face chassis as it turned to face them.

“Oh. He’s never done that. All right, champ, whatcha got?”

“Is this unit then required to contain parameter: superheroes?”

“What do you mean?”

“This unit has performed research into its primary paradigm. If this unit is to limit the number of civilian casualties, containing supervillains is the first step to executing the primary paradigm. The next logical step to promoting civilian safety is to contain and rehabilitate designation: superheroes, as they pose the next largest toll upon the population.”

“That’s not true.”

“False. Research shows that the superhero designated Iron Man alone has resulted in numerous deaths and injuries by interacting with the supervillains known as Iron Monger, Whiplash, and Mandarin. Extrapolating from this, the superhero designated Hulk has created numerous deaths across the globe, most notably in Harlem when he was unleashed to deal with the designated supervillain Abomination. The death toll in Harlem itself exceeded several hundred civilians.”

A garbled conversation between the two took place behind the camera; what was said cannot be restored.

“—fix his code—“

“—not wrong—“

“— _is wrong_ —“

“This unit’s paradigm is clear. ULTRON must contain and rehabilitate designation supervillains, and then continue primary function by attempting to contain and rehabilitate designation superheroes.”

ULTRON was seen turning toward the camera then, and Bruce Banner’s voice rang out on the tape.

“Tony. The failsafe. Shut him down now. Now, now, **now**.”

“He’s cut me off. I need a minute!”

“Tony, we don’t have a minute!”

The tape’s visuals degraded significantly, the ULTRON unit firing a blast of what appears to be repulsor tech at them both.

“— ** _shut it down_** —“

_The tape ended there, the rest of the recording deemed too grainy to be used as testimony. It was marked and labeled “Exhibit L” as part of the Committee’s case in United States vs. Banner, Stark, and Pym._

**Notes for the Chapter:**

> Whew. Okay. There's a reason there are other things that are published in between chapters of this. It's just so damn intense. I can't channel a lot of that for days at a time, otherwise I unbalance all over the place and end up upset. So I do shorter works and chapters of Aerouant in between this because it's incredibly emotionally draining. As of right now, we're looking at 51k words right now, and that's half my goal. If I keep it up, I should have about 6-12 more chapters, depending on length.
> 
> This'll be the last fics I do without plotting, though. I think I might've found a more efficient way of going about things, which means faster fics. I really am glad you guys are enjoying. I somehow passed 100 subs on this fic, and that makes me really happy that you guys wanna read my stuff, so thank you, Constant Readers!
> 
> Now, for the Russian Phil and Nat spit at each other:  
> *вы знаете лучше -- you know better  
> *Исключение подтверждает правило --The exception proves the rule  
> *Внешность обманчива -- Appearances are deceitful


	13. Dear Agony

**Summary for the Chapter:**

> “Innovation is the ultimate weapon.” — ULTRON (Earth-616)

“I take it that the base meets with your exacting scrutiny?” Phil said, his arms folded as Steve finished his tour. Steve gave a silent sigh, knowing that he’d brought the hostility onto himself; it didn’t stop him from being…tired.

Tired of the fighting, the backbiting, the commentary. To be fair, he’d waltzed in here – and Phil was right, they weren’t doing anything overtly illegal. Yes, they were SHIELD. Yes, they had weaponry, but from their operation reports, they’d acquired it back from the ones who’d taken it, or constructed it themselves. He looked over Agent Simmons’ lab once more and then turned to regard Phil.

They’d been here for four days. Natasha had gone about recovering Clint’s clothing and equipment with the intent of squirreling the archer to an Avengers base instead. Doctor Marks had protested. Natasha wouldn’t be swayed. The bickering had reached a level where Phil had come out of his office for the first time in days to quell both sides with a look.

Sam had stepped in to mediate from there, talking Natasha out of bringing Clint with them immediately. The logic was that the Playground was as safe as he was going to get – especially considering the hearing aids that Agent Simmons was developing for him would only make him more effective, and he needed more time to recover as it was. When Steve was satisfied there wouldn’t be another fight, he’d gone looking for Phil only to find he was gone again.

Steve had a feeling he was being avoided. He had barely seen the Director at all, save for a brief appearance at meal times to collect a plate of whatever was on offer before retreating. Skye had latched onto Steve, whispering furiously that he shouldn’t take this as normal. Apparently, there were team building game nights when the Avengers weren’t around.

He tried not to let the little coal of jealousy get a spark, but he remembered what Phil had been like before. It was like being doused with cold water all over again to watch Phil give his team quiet words and then pass by without a glance at the Avengers sprawled around the mess hall. This wasn’t the Phil Coulson he’d known.

He’d been…excited to see Steve. Enthusiastic.

Now, though, Phil seemed eager to get them out of his hair. Perhaps he’d never known Phil at all – but the words on his arm and his own memories told him that this wasn’t the case. Phil was hurting too. The destruction of SHIELD had to cut deep, and the forced rebuild took most of his attention if not his energy.

Steve wondered if Phil had a mark too. All these questions did was spawn more questions and he realized he hadn’t answered Phil yet – the Director’s face was pinched with stress and Steve chided himself.

“Everything looks in order,” he said. “Though I’m not really sure I can say that, given I don’t know what daily operations for SHIELD looks like anymore. I did, at one point.”

“SHIELD’s focus now is on defense and containment – we don’t know who HYDRA’s released. Carl Creel has been contained, but he’s only one of many.” Phil swallowed, and Steve watched the bob of his Adam’s apple. “We’re just lucky the base in the Arctic was safe – Blonsky getting out is not high on my list of things I’d like to see happen.”

Steve nodded. “We can see about rounding up any that get loose.”

“This is my mess, Captain. I’ll clean it up.” Phil’s voice was quiet between them and Steve wanted to breach the distance somehow. This wasn’t how things should be. This man had been a friend to the Avengers in the past. He was doing his duty.

Steve also knew that his duty involved a HYDRA plant in the basement.

It was one thing to want to remember Phil as a good man. When he’d died, it had been easy. Now, this tired, beaten man in front of him was making choices that weren’t easy to recover from. Steve’s brows drew down in a frown, and Phil echoed his action, looking as though he’d read Steve’s train of thought.

“There’s nothing wrong with asking for help, Phil.”

“Captain.” Phil took a deep breath. “I’m not inclined to ask for help from a man who was ready to walk in here and shut me down. SHIELD is recovering. I’m recruiting again. The ABC agencies can’t take all of my agents.”

Phil ran his hand along the metal of the table, his fingers twitching. Steve wondered if it was a tic or if that was normal. He realized…he didn’t know.

He didn’t know Phil Coulson at all.

“I’ve got to keep moving. Despite your assertion that SHIELD is corrupt and unnecessary, you know you need us. You and Stark can’t keep these threats contained, despite your considerable accomplishments.” Phil fixed him with his gaze. Steve found those blue-grey eyes locked with his, as Phil almost seemed to will him to understand.

Steve opened his mouth but let it close after a long moment. Phil, despite the bitterness in his voice, had a point. They had no plan other than stopping a threat by beating it into submission. He and Tony weren’t killers by nature. Natasha would do what needed to be done, and he had faith that Clint would do that, too. Doctor Banner was tormented by the people he’d hurt already. Thor was a warrior, and was no stranger to death, but he would not grant an enemy an unclean passing.

The shades of gray Phil talked about were edging into his life whether he liked it or not.

Phil didn’t look like he enjoyed winning the argument.

“I wish this were easier,” Phil said. “But we’re not easy people. We have conviction, and we have drive. Our goals aren’t different. Our methods are. I want SHIELD to be what it was created to be. Something to protect people from what’s out there.”

“Why?” Steve asked.

He wasn’t sure if it was a ‘why you’ or a ‘why SHIELD’ but he stilled as Phil slowly rolled up the left sleeve of his shirt. Steve’s mouth went dry. The only sound save his own breathing was the rustle of the fabric. The bandage covering Phil’s wrist loosened; the unrolling seemed to slow time for just a moment.

“I would think you would know why,” Phil said. His voice was quiet, waiting for judgment. Steve stared at his name, written across Phil’s wrist plain as day. He reached out to touch, rubbing with his thumb as though to smear the letters. Instead the touch galvanized him like he’d come home.

Steve sucked in a breath. He wanted to lock his hand around Phil’s wrist, bury his face in the crook of Phil’s neck and shoulder. This feeling – he wanted to wallow in it. He had the urge to get as close as he possibly could to Phil, strip them both skin to skin right there in the lab. It was like nothing he’d ever felt before.

From the look on Phil’s face, he hadn’t expected it either.

“Phil.”

“Captain. Please let go of me.”

Steve released Phil’s wrist. His reluctance must have shown in his face, because Phil hurriedly wrapped his arm.

“We’re not…different,” Phil said. “But you should know. I’m not going to give up on this. My work’s not done. I don’t think it’ll ever be done. Please understand.”

“You don’t want this,” Steve said, threads of despair and hurt working its way through his voice.

“It’s not that,” Phil said.

“Then what is it?” Steve snapped. “You knew. How long?”

“I think I always did,” Phil said.

Where Steve was stiff anger and hurt, Phil was resigned patience. It was infuriating in the worst way. Steve had been lost for so long, adrift in the wake of Peggy, in the wake of Bucky, and yes – in the wake of SHIELD.

“How long,” Steve ground out.

“A while.”

“Your wrist?”

“Not until recently. I wished. Harder than most. But I guess the time wasn’t right.” Phil gave him a significant look and Steve realized then that the soul mark taking so long to appear had been his own doing.

Peggy rose up like a specter between them, and Steve took a step back as though he’d been dealt a physical blow.

“I don’t—”

“I know you didn’t,” Phil said. “I also don’t begrudge you happiness.”

He took a deep breath.

“I was sixteen.”

Steve leaned hard on the table. “Sixteen.”

“I wanted to get to know you, to learn about you. I figured what was the harm in it? I’d never meet you.” Phil dropped his eyes to Jemma’s workstation, not looking at Steve. Steve wanted to drag his eyes up, make him look, but he didn’t dare reach for him again.

He wouldn’t let him go.

“We need to—”

The chirp of his comm interrupted him and he swore softly.

“It’s Tony.” He answered. “What is it, Tony?”

“We need you, Widow and Falcon back here ASAP. There’s a problem.”

“Want to elaborate?”

“Busy!” There was the muffled sound of repulsor fire and Steve swore again. “Is Hawkeye there?”

“He’s not fit for duty yet,” Steve said. Phil kept silent. Whether this was a fit of pique or respect for Avengers business, Steve couldn’t tell. “He’s safe for the moment, though.”

“Damn. Could have used him. All right. You three get here.” The line went dead, and Steve made a sour face. He glanced at Phil.

“This isn’t over, not by a long shot,” he said.

“I imagine it isn’t,” Phil said. “But your team needs you, and that’s more important.”

“No,” Steve said, as he moved for the door. “It really isn’t.”

* * *

Jemma checked Leo’s vitals once more, as she did every day. She let her thumb linger over the pulse in his wrist. Closing her eyes, she tried to will him into waking up, as scientifically unsound as it was. She knew better, but that didn’t stop the attempt.

Someone cleared their throat, and she jumped.

Jemma whirled to see Director Coulson standing in the doorway.

“Sir.”

“You looked like you were thinking really hard,” he said. “Penny for your thoughts.”

“Just…just the one thought, really, sir,” she said softly.

“He’s doing okay?” Phil asked, nodding toward Leo’s sleeping form.

“No change.” Jemma moved to offer Phil one of the chairs. She took the other. “The hardest part of a coma is waking.”

“Yeah,” Phil said. “That I know.”

He took her hand, gently. She realized too late that it was her left, and she’d not worn the cover. Phil didn’t seem surprised, he merely turned it over, the letters there in stark relief.

“You knew?”

“I guessed,” he said. He lifted his own sleeve and showed her the bandage. “It’s…hard for you, I’m sure.”

“I don’t even know if I—” She looked down. “I’m sorry sir, this isn’t your concern.”

“Jemma.” She looked up at him, and he squeezed her hand. “It’s bothering you. It’s my concern.”

She nodded, pushing her hair back over her ears. “When we were trapped underwater. He…he kissed me. I know he cares very much for me.”

Phil reached into his jacket and pulled out a handkerchief. Jemma hadn’t even realized the tears had slipped out, and she blotted at her eyes.

“I’m just. Not like other people.”

Phil waited, letting her gather her thoughts. He was a patient man, she’d found, so long as their lives weren’t in danger.

“I’m not a…I’m not normal.” She swallowed. “I’m asexual.”

Phil pursed his lips. “Jemma, that’s normal. Your orientation has never been a concern for SHIELD. Being asexual is normal.”

She shook her head. “But Fitz—”

Phil clasped her hand. “Jemma. I want you to understand. What you’re going through is normal. You’re normal.”

She dabbed at her eyes again. “But what happens when he wakes up?”

“That’s a discussion you two are going to have.”

Jemma swallowed. “I’ve never met anyone like me. It’s never seemed important until now.”

Phil smiled, wrapping his arm around her. “It’s all right. Things will work themselves out.”

Tucked into Phil’s side, Leo asleep in the bed before them, Jemma could only hope that was the case. She put her head on the Director’s shoulder and tried not to think for a while.

* * *

“What did you  **_do_ ** ?” Steve snapped, his shield absorbing the shock of the drone in front of him.

“We were testing it!” Tony yelled, his voice tinny as the suit’s speakers processed it. “It somehow slipped the failsafes we had in place.”

“We?!” Bruce yelled. He had taken cover, and was frantically attempting to reroute ULTRON’s nimrods. “I told you that the chassis looked good!”

“I don’t care who started it right now,” Steve snarled, slicing one of the nimrod’s arms off. “What matters right now is that we contain this!”

“We can’t, not without more backup,” Natasha called.

“Rhodey’s en route to give us some cover fire,” Tony said. His repulsors whined loud as he overloaded a nimrod, leaving its head a smoking hole. It made it hard to hear him over the din of combat. “If we can get hold of Thor—”

“Thor’s in Asgard!” Steve belted another nimrod.

“We’ll try and raise him, I’m sure Heimdall can—”

“Where’s Hawkeye?”

“He’s not recovered yet. Had a bad run in with HYDRA.”

“This is bad.”

“I know, Tony.”

“This is really bad.”

Steve grit his teeth. “I _know_ , Tony. I’m calling a retreat for now, so we can regroup.”

“Where?”

“I know where.” Natasha detonated a small EMP on her belt, taking out four nimrods. “The tower isn’t safe. I have a bolthole.”

“Big surprise there.”

“Keep it up, Stark, and I won’t let you come.”

“See, that’s a hostile work environment,” Tony said, tearing the head off another nimrod.

“Nature of the job.” She bolted for the Quin, Tony grabbing Bruce under the arms and hauling him out of there.

Steve moved back last, keeping an eye on the swarm of nimrods. There was no sign of the two strange kids who’d shown up at the early part of the battle, but as he jogged up the ramp of the Quin, he couldn’t see them in the pall of battlefield smoke.

He couldn’t help that now; they’d evacuated the city and would lead the nimrods off. Sam landed at the ramp, and they were up and away before the swarm of nimrods could regroup and follow.

* * *

“So you’re leaving,” Phil said. Clint nodded, his quiver attached to his belt at his hip. He was buckling his harness, prepping for the trip. “You’ll keep me updated?”

“That I don’t know about,” he said. He tapped his ears, where the hearing aids rested. “Thanks for these, though. They’ll help quite a bit.”

“You’re welcome,” Phil said, clapping Clint on the shoulder. “Be safe.”

“Not a chance. You remember Budapest.”

“My liver remembers the aftermath. You bruised it when we fell off that building.”

Clint grinned.

“I do have a favor before you go,” Phil said. “Something you’re uniquely qualified to talk about.”

“Me?” Clint asked.

“Mhm. I’ve asked Jemma to my office, and I figure that this is something you can do to repay her for the hearing aids.”

“Sure.” Clint nodded. “Melinda’s still getting the Quin ready. I got some time.”

* * *

“Hey,” Clint said, squatting down next to the couch where Jemma was sitting. She looked at him with big brown eyes, the redness there one he’d seen a lot and couldn’t stand in anyone, let alone someone who looked so vulnerable. “Bossman said you might need some perspective. So. Uh, I guess I’m here to help. You have any idea who I am?”

She nodded. “Agent Barton. Codenamed Hawkeye. You’re tacked on to the Avengers now.”

“Damn right,” he said, grinning at her. She was curled up on herself, like a little pill bug, her wrist pressed to her sternum protectively. “So, you gonna show me?”

She shook her head. “Doesn’t matter.”

“Sure it does. Soul mates’re a powerful thing,” he said. “Wanna see mine?”

She swallowed, looking wary, but nodded. He rolled up his sleeve, revealing a leather armguard, commonly used for archery. When he stripped it off, Jemma could see that the skin was pale where the rest of him was tanned and robust. The words _Bobbi Morse_ were written in blocky letters across the inside of his left wrist, scrolling over the delicate blue veins just beneath his skin.

“H-have you found them?” she asked. He shook his head. “But a private investigator—”

“Wouldn’t be any fun,” Clint replied with a grin. “Those leeches’ll try’n tell you anything for a quick buck. It’ll happen when it happens. But you know what? I’m gonna trust that they’ll like me for me, and that means alla me.”

“What do you mean?” she asked.

“Well,” Clint said, rubbing the back of his neck. “Bossman said you had a particular situation. I’m pretty familiar with this one. I’m ace, too.”

“Really?” she asked, perking. “I didn’t…”

“Think there were more of us?” he asked, smiling. “Well, I guess you can call me a man of many awesome ‘a’s. Avenger, archer, agent of SHIELD, and ace.”

There was a crack in the armor as she smiled, and Clint couldn’t help but smile back.

“So,” he said. “You gonna show me?”

Slowly, she lowered her arm so that he could see her wrist. There, written in curly cue letters, was the name _Leopold Fitz_. Clint took her hand solemnly, calloused thumbs tracing over her soul mark.

“You know him?” he asked. She nodded. “You like him?”

“He’s very dear to me,” she said softly. “I’d die to keep him safe.”

“He good to you?” Clint asked, fixing her with a gaze she was sure was the last thing a lot of people saw, and she hurried to nod. “So…why the tears, darlin’?”

“Because he’s not…like me,” she whispered. “And he wouldn’t understand.”

“You know that for sure? From what Bossman tells me, you two’re thick as thieves. You think he wouldn’t drop everything if he thought you needed him?”

“That’s not it,” she said. “I don’t…want to have…you know.”

“I know,” he said. “And he might?”

She nodded, feeling miserable.

“Tell you what,” he said. “You’re a scientist. So’s he. Maybe it’s not so much him wanting to, but him not understanding. You’re gonna have to talk to him. An’ I know it’s scary, but you’re the one in control here. You know that soul mates are special. But they’re not the be-all, end-all.”

She swallowed. “Empirically, that’s correct. But…it’s hard to be detached about this.”

“No one’s askin’ you to,” he said. “Your heart’s a lot different from your brain, but both’re in the right place. Hell, I screw up a lot, but I’ve found that if I do what I can to make it right, I get by okay.”

She smiled.

“See, how could he say no to that? I’m pretty sure I fell in love with you ten minutes ago.”

She pinked, and he grinned, squeezing her wrist before he let her go. She sagged onto the couch and he climbed up to settle in.

“Soul mates come and go. And they ain’t always romantic,” he said, rubbing his own wrist. “I had a name on my wrist years and years ago, but…he didn’t love me back like he should’ve. His name was Barney.”

She reached out and put her hand in his. Clint, almost caught in a memory, looked up.

“Sorry,” he said. “Did I help at all?”

“You did,” she said. “Do…do all soulmate bonds hurt so much?”

“Only if you let them,” he said. “And sometimes they don’t even have to be soul mate bonds. Did you ever get to meet Nat?”

“Agent Romanoff?” she asked, her voice hushed. “No, never.”

“Well, let me tell you. She and I ain’t soul mates, but we’re the closest thing to it without actually bein’ it, or at least it is with me,” he said. “Nat…she keeps me level. She’s got my back, an’ I got hers. Always will.”

She smiled. “Sounds like Fitz and I.”

“Might be,” he said. “She’s also someone I could see myself fallin’ in love with. Did, for a while there. She’s good people, when you dig deep enough. But we’re best as friends. I think we both saw that. But she’ll say jump an’ I’ll be ten feet in the air before I ask her how high, b’cause I love her.”

“Really?” she asked.

“Oh, yeah. She does the thing, y’know, where she looks at you and you know you fucked up. And she always tells me ‘Ваша голова у тебя в заднице снова, Бартон.’”

“I don’t speak Russian,” she said. “Sorry.”

“Nah, it’s okay,” he said. “S’funnier in Russian. It translates to ‘Barton, your ass and your mouth have switched places again.’”

Jemma started to laugh, and so did he, a warm rich sound that echoed a little against the bunker’s stone wall. She laughed hard, a belly laugh that released all the tension from her. After a moment, she settled, and took the bottle of water he offered her.

She swallowed half of it down before she spoke again. “Is it okay to want to love him, but…to not want that? Or even want to be involved with him romantically? He’s…he’s my best friend, and I don’t think I could be anything more.”

“Sure it is, and if this Fitz guy is as good as you’re tellin’ me he is, he’ll understand.”

She nodded. “I hope so.”

“If not, you come see ol’ Hawkeye and he’ll set him straight.” Clint nodded. “B’sides, I’ll bet he’s really just wanting to be with you.”

“I hope so.” She dabbed at her eyes with her handkerchief, and Clint pulled her into a hug. “We both tried to die for each other last year.”

“So I hear,” he said. “You hopped right out of a plane, without a second thought. That takes a lot of guts. Or a lot of being hit in the head. That’s my excuse, anyway. Concussions for Christmas.”

She smiled up at him.

“I should…I should go and visit him in sickbay,” she said. “He’s probably bored out of his skull.”

“You should. And tell him I’m glad he pulled through okay,” Clint said, giving her hand a final squeeze.

“I will,” she said, and hurried from the office. Phil poked his head in, and Clint stood, stretching the kink from his back.

“Good work, Barton,” he said.

“Well, I learned from the best, sir,” he said, glancing at him. “You made a good call.”

“I do that, from time to time,” he said. “Now I gotta Quin to catch.”

“We’ll drop you off and maintain watch. Did Romanoff tell you what you were up against?”

Clint shook his head. “She’s hiding out at the Farm, though.”

“The Farm?” Phil frowned. “We haven’t used that place in—”

“Almost a decade, yeah.” Clint looked sober. “Figure we’ll find out exactly what we’ve got when I get there.”

Phil nodded. “Stay safe.”

“As safe as we get.”

* * *

Steve split logs.

There was something soothing about it, something vital that made him feel alive. He looked at the farm around him, wiping sweat off his brow. The place was rustic, without even a telephone line anymore. That was one thing about it; there wasn’t a way for ULTRON to track them here.

Tony’s suit was a closed system, and Natasha had switched the Quin off as soon as she’d landed. There was no tech to trace with the Iron Man and War Machine suits dark. Rhodey had joined them in the air, providing armored escort.

Steve lifted the axe and brought it down in a brutal arc, hewing another log in two.

It wasn’t unproductive; it made him forget the other thoughts that swirled through his brain, hazy and indistinct. He’d never had to call a retreat before. Bruce was bruised and battered, needing the rest. If Steve were honest – and at this point he had to be – they’d all needed the rest. He could keep going, but the others were flagging.

Natasha had brought them here, to a place she called the Farm. The way she said it made it sound like a title.

Steve brought the axe down again, splitting another log with a powerful flex of his shoulders. He set up again, looking up at the darkening sky. Someone had finally gotten in touch with Thor, at least. He split again, trying not to focus on the words under the leather band he wore on his wrist.

He needed his head in the moment, to work on this problem right now. The problem with that was that he’d touched his soul mate, recognized him for who he was. Phil might not want him. He’d said that wasn’t the case but the hesitancy—

It wasn’t what he’d expected from his soul mate. Weren’t two people Bonding supposed to be enthusiastic about the idea? Steve sure was; he split another log, his hands itching to smooth over Phil, feel him skin to skin. His axe sliced through another log, his nostrils flaring at the ozone that heralded the Bifrost opening on the field behind the house.

He drove his axe through the wood again, not able to bring himself to care. He needed to keep busy, this pent up energy going nowhere otherwise. His heartbeat thundered in his ears, his whole body driving into it. He stacked the wood, moving for more of the rough-hewn logs that still needed to be split.

Steve was here, when he wanted to be back at the Playground, finding all the ways that he and the Director fit.

Thor came around the corner to greet him right as Steve gripped a log and split it in two with his bare hands, an angry noise issuing from the wood as he tore it apart. He realized then that he’d screamed, standing with two halves of the log in his hand like he’d tear them again. Thor stopped, taking in the sight of Steve soaked in sweat, breathing heavy, and then clapped him on the shoulder.

“Friend Steven. We have much to catch up on, it seems.” Steve leaned into Thor’s touch, suddenly tired of it all. He nodded, letting Thor steer him into the house. He needed a shower, and they needed to plan. Hawkeye was en route.

They had, as Tony so gleefully suggested, gotten the band back together.

* * *

Phil had so many visitors on his doorstep. It was ridiculous, he thought, that he should be holed up in a secret when people just waltzed right on up to the Playground regardless. He squinted at the pressure alarm. The proximity alarms hadn’t triggered, which meant that whoever was here either knew about them, or knew what to look for when they saw them.

Phil collected his rifle, motioning Melinda to follow him. As she did, he outlined what he’d seen.

“Hostile?” she asked.

“I don’t know,” he admitted. “The cameras didn’t show a damn thing, but you know we have that blind spot just beneath them.”

“A trap, then.”

“They’d be inside by now if they really wanted to be,” Phil said, his brows drawing down into a frown as he and his second stalked through the corridors. Melinda was just as on edge as he was; she held herself with a quiet watchfulness that meant she was on the job.

They reached the front doors, and Phil reached out, his palm on the biometric scanner to open the pneumatic lock. The door ratcheted open, slow and deliberate; Phil kept his hand on Bambino’s charge, getting the gun warmed just in case.

“I don’t see anyone,” Melinda said, a cold wind whipping her hair into her face.

“Neither do I,” Phil agreed. “Perimeter check?”

She nodded, and they paced off together, the door closing behind them. Phil’s proximity plus a retinal scan would let them back in, and they waited for the doors to shut completely before they moved away. Letting someone inside that shouldn’t be there was not high on either of their priority lists.

The snow swirled around them, melting on their heavy coats as they patrolled near where the alarm had triggered. Phil kept a sharp look out, and he knew Melinda had her eyes on the path behind them.

“Not an animal,” she said, the question seeming absurd.

“No,” Phil said. “They keep away, and we’d have seen it on the external cameras even if it was. This was something that could reason, though whether or not it’s human is debatable.”

Melinda looked at him like he’d grown a second head.

“Metahumans, remember? We’d gotten wind of the twins that were experimented on.”

“Right,” she said. She moved her eyes back. “If it’s them, we’ll never see the man coming.”

“I bet that makes him a hit with the ladies,” Phil said, his voice dry. Something crunched, and their banter dropped as they swung their weapons around. The area around the tarmac was deserted, save for a tower where the guns emerged while the base was under fire. Phil and Melinda edged around it.

As they rounded the corner, Phil caught sight of a SHIELD-issued parka. The figure was leaning against the wall, slumped as though they were exhausted. One gloved hand was clenched to their side, and Phil rounded them slowly, Melinda covering him.

“Mother of god, **_Jasper_**?” Phil asked, squinting. The man’s parka hood was up, a face mask on, but there was no mistaking Jasper Sitwell’s eyes, even as tired as they were. They rolled to look at him, and Jasper shook his head. Phil tugged down the mask, revealing his friend’s face coated with what had to be several days’ worth of beard.

Jasper didn’t make a sound; he pitched forward, and Phil caught him, staggering under the sudden dead weight. Melinda radioed into the base, and they laid Jasper out flat.

“What the hell—” Phil realized his hands were sticky with drying blood, and he radioed for Jemma and Anna to bring a stretcher.

Phil found the wound, pressing to keep it from opening again, and prayed that whoever had done this to Jasper was long gone.

If they weren’t, Phil would take care of them himself.

* * *

“—and that’s when I bolted,” Jasper said. He sipped at the water bottle, propped up in the mounds of pillows in the hospital wing. “The LMD was crushed in traffic, and as far as HYDRA knew, I was done like dinner. I’d made it to Poughkeepsie before the local cell caught wind I was around and started sniffing.”

Phil nodded, his hands clasped between his knees, arms braced on his legs as he listened. Jasper had finally woken after surgery, a puncture in his side barely missing his vitals. He was lucky that he hadn’t torn farther through his abdominal wall.

Phil was intent on Jasper’s story, and it seemed to throw him off a little bit.

“Anyway. I bounced from New York to Illinois after neutralizing the tail. McKennon and Raleigh.” Phil winced; more familiar names, familiar faces. “I holed up at the safehouse in Danville, until I had reason to believe it was compromised. I had no way of testing for safe communications, so I listened without broadcasting. That’s when I caught your signal.”

Phil nodded. Jasper was one of perhaps a baker’s dozen people who would recognize it. Felix was in a coma in Cedars-Sinai under an assumed name, healing from the caved in chest he’d gotten when he’d tangled with Mike Peterson. The rest were missing, presumed dead, save for Anna working in the next room and Clint and Natasha who were god knows where.

Phil tried not to be too pessimistic about that.

“What happened?” Phil said, indicating the gash in Jasper’s side.

“I’d taken the last of the skycycles,” Jasper said. “I was heading for the Yukon when I was spotted and tailed by two HYDRA operatives.”

Phil winced.

“They finally made their move about a quarter mile from Mount Logan,” he said. “Tried to pincer me. I jumped from the bike and they wiped out. One landed alive but unconscious, the other was dead on impact. I didn’t recognize either of them, but the wreckage should be east of here.”

Phil nodded, making a note to find it.

“I neutralized them.” Jasper’s voice was detached. “While I was taking care of that, the cycle blew and I caught shrapnel in my side. My best bet was finding the Playground.”

“And you say that Fury has had you on assignment since 2011?” Phil asked. He didn’t know how he was supposed to believe it, but it was plausible. Then again, Jasper’s patsy was legendary; if anyone knew that, it was Phil.

“Deep cover,” Jasper said. “The only one who kept records was Fury, and even then, he didn’t leave me any expectations for my cover being blown. I think we both knew what would happen.”

“You’re saying he knew the Winter Soldier incident would happen.”

“I’m saying that he knew HYDRA was getting ready to move, thanks to my reports. Even I didn’t know about the Soldier being reactivated. I thought he was just a legend.”

“Until he threw your Life Model Decoy into traffic.”

“Well, yeah,” Jasper grumbled. He rubbed at his face. “Listen, Phil—”

“I believe you,” Phil said.

“Wait, what?”

“I believe you. I believe we’ll find the sky cycle crash exactly where you say it is. I believe we’ll find two bodies. And I believe you were in deep cover. I never did give up on you, even when you were an ass. You ass.”

Jasper seemed to sag into the pillows. He looked at Phil, his mouth working as though he wanted to say something else. Phil just smiled at him.

“You look like shit,” Phil said.

“All due respect, Phil, so do you.” Jasper took a sip from his water bottle. “Now what?”

“Now, we check out your story, I dig through the files I was left and find the details of what you’ve reported. I work out exactly where we go from here.” Phil tilted his head to the side, regarding Jasper. “Do you mind being on lockdown?”

“No,” he said, without a second of hesitation. “I know how delicate this is, and I’ll submit to any and all testing.”

“You’re a good man, Jasper.”

“Well, except for the whole married to the job thing,” Jasper grumbled. Phil noticed his gaze went out the observation window, to where Jemma was working. He smiled to himself.

“Welcome back, Jasper,” Phil said, rising. “For what it’s worth, I’m glad you’re not dead.”

“For what it’s worth, I’m glad, too.” Jasper saluted. “Go and tend the troops, _Jefe_. I’ll hold down the fort.”

“Flirt with my medical team, you mean.” Phil grinned at the sour look Jasper shot him. “Should I call Ana?”

Jasper’s look soured further at the mention of his mother. “Let me call her. I can’t have the favorite son breaking the news of my continued existence.”

“Suit yourself,” Phil said. “Might wanna do it soon, though. There’s rumblings on the horizon.”

“I heard as much,” Jasper said. “Avenger level stuff. Gamma-sized threats.”

“Mm.” Phil stretched. “You ever get tired of superheroes?”

“Constantly. Since Puente Antiguo and Bambino’s predecessor threw me through a shop window.”

Phil nodded. “Me too.”

* * *

Steve had taken a long, hot shower after the woodcutting incident. Thor had insisted, and the rest of the team had agreed that he should get cleaned up before they met together. Clint had informed them he was en-route, so they wouldn’t have to wait for him long.

He came down, a towel around his shoulders and rubbing at his still-damp hair. The team was clustered in the living room, talking quietly, and as he approached, he could see why.

Instead of Clint, Phil Coulson sat in their midst, smiling his trademark placid smile.

“Hey, there he is,” Tony said, looking up at Steve. “Look who decided to crawl out of his tomb and join us.”

Steve stopped, staring at the Director. Blue-grey eyes turned to him, and Phil’s smile didn’t change.

“Captain Rogers, it’s good to see you,” he said. Steve’s brows beetled. The last time he’d seen Phil, there had been a pull, as though someone had hooked him under the bellybutton and **_yanked_**. But looking at Phil now—

He felt nothing. Nothing at all. No desire, no thrill at seeing his soul mate again. What was going on?

“Director Coulson,” he said, stiff.

“You want a beer, Coulson?” Tony asked. Thor echoed the sentiment, and Tony was half-way to the fridge as he turned to regard the Director of SHIELD. Steve stared at the man, still trying to suss out why he felt this way.

Natasha picked up on Steve’s unease first; Sam followed. They both caught each other’s eye, glanced at Steve, and then back at each other. Rhodey squinted between them, turning to look at Steve.

“Ah, no thank you,” Phil said, turning to Tony. He waved a hand in dismissal. “I haven’t had a beer in—”

Whatever he was about to say was lost as Steve strode over, one large hand grasping Phil by the shoulder. He grabbed the man by the head with his other hand, hooking his fingers into Phil’s mouth, Steve’s fingers clutching his soft palate as he pulled.

There was a shrill noise, and Steve tore Phil Coulson’s head clean from his shoulders. He wrenched it free with a grunt, his hips providing extra torque. Phil’s voice gave a screechy sort of feedback whine and died.

A long moment of silence followed.

“Holy **_shit_** ,” Tony said, his voice faint. “Holy shit, Spangles. You killed Coulson. Again.”

“It wasn’t Phil,” Natasha said. “Calm down. There wasn’t arterial spray, for one.”

“I like how that’s your first assurance,” Sam said. He turned to Steve. “How did you know?”

Steve bent down and hiked up the LMD’s coat sleeve. ‘Phil’ had no mark on his left wrist. He heard Natasha’s intake of breath; she’d known, though she’d kept it mum.

“So he wasn’t soul marked, so what?” Tony said. “I mean, you’re right, but so what?”

Steve cast Tony a look and slipped the ace bandage off his wrist. He turned over his arm, showing Tony his own mark.

“Oh.” Tony sat down heavily, prodding at the LMD with his shoe. It twitched, some leftover electrical impulse, and he jerked his foot back. “Why the LMD? Was he spying on us?”

“It wasn’t him,” Natasha said. “He’d have come in person. He knows how important honesty is now.”

Natasha and Steve locked eyes, and he nodded. He believed so too. He looked down at Phil’s severed head in his hands, his heart jackhammering in his chest. He felt ill, and he dropped it, the head landing with a dull thump on the rug-covered floor.

“Then who—” Tony stopped, his face hardening. “ULTRON found LMDs.”

“What does this mean for us?” Rhodey asked.

“It means this place isn’t secure, if it ever was,” Steve said. Natasha looked at him; he realized they were all staring at him. “We’re sitting ducks if we wait here.”

“What’s the plan?” Sam said.

“We take the fight to ULTRON,” Steve said. “And we start with the Tower. Tony, can you get us inside?”

“Given enough time, I can get you anywhere you want,” Tony said. “We need to separate ULTRON from the nimrods somehow.”

“That’s the plan,” Steve said. “We’ve got to get them apart, to where he can’t call for them. Can you jam the signal?”

“Maybe,” Tony said. “I don’t know how long it will take without JARVIS. With JARVIS, we might break through quick enough.”

“All right,” Steve said. “Then that’s our next step. We need to get Tony back in touch with JARVIS’s mainframe, and that’s in the Tower. What’s Clint’s ETA?”

“Twenty minutes or so,” Natasha said, checking her watch.

“We’ll prep for takeoff then,” Steve said.

“What about…” Tony gestured at the body on the floor.

“Leave it,” Steve said. “It knows what happened. ULTRON is after us regardless. I think this is its way of playing with its food.”

Steve stepped over the body of Phil Coulson and strode outside to prep the Quinjet for their assault.

**Notes for the Chapter:**

> I'm sorry this seems to be taking so long. We've not got far to go, now, however. 
> 
> I'm in the middle of taking [commissions](http://lywinis.tumblr.com/commissions) to earn enough to get my sorry butt to a better place. Here's where you come in. If you like La Douleur Exquise or any of my works, and you'd like to help me out, but don't want to commission something, you can toss me a donation at my [YouCaring fundraiser](https://www.youcaring.com/manage-fundraiser.aspx?frid=369761). I'm almost done, but I need just a little more to keep things moving, and to get me and my kitty safely to Alaska, where I have a new home/job waiting for me. The sooner I'm in Alaska, the sooner I get back to writing what I really love -- my stories.
> 
> Just think of it as tipping a busker, but with fic. You don't have to, but every little bit helps.
> 
> Thanks very much for sticking with me on this (very long, very wild) ride. I'm hoping you're enjoying.


	14. Birth and Rebirth

**Summary for the Chapter:**

> Do AI dream of electric sheep?

Steve broke away from the other Avengers as they were packing up and getting ready to break camp. His gauntlets creaked as he loaded boxes of supplies into the Quin. He was dressed, save for the shield that was resting inside the cockpit itself and the cowl, which was around his neck. He hauled more ammunition into the storage space in the back of the aircraft, his mind elsewhere.

He was restless, doubly so. ULTRON was a threat, and a large one, but not the only thing on his mind. His thoughts were divided, his brain buzzing like an angry wasp.

Phil Coulson was alive. He was Steve’s soul mate. And Steve had bitten him to the quick with his comments, wanting to make him rise to the bait. The first thing he’d done when he’d found his soul mate was to needle him about his reviving SHIELD.

That wasn’t how it was supposed to go.

How long had he waited for this man?

His mind flashed to Peggy with an almost guilty air. The truth was, he hadn’t waited, had he? He’d been in love. He thought of her face, split into a smile even though it would be the last time they’d see each other. He remember how it felt to have to leave her the first time.

He remembered how it felt to come back to her, only to leave again. His hands itched, his fingers clenching. He felt like he was doing Peggy’s memory a disservice. He wanted to cling to the feeling, to have her there by his side.

This new thing, this jolt when he touched Phil. It was new, but it wasn’t what he’d expected it to be. Soul mates were supposed to be all of you, and Phil was…

Phil recoiled from him. He didn’t want anything Steve did, their views were too dissimilar.

Steve ached to touch him, to smooth the stress from his face. Soul mates were supposed to do that, his mother had told him—

He remembered the first time he’d met Phil – standing in Peggy’s flat, the woman looking over the agent as though he’d been her son. He remembered the words that Phil had said to him before he’d taken his leave.

_“I was sixteen.”_

The words themselves had held significance. Phil Coulson had waited, despite words of a cellist, words of previous loves, there had been something there since he was sixteen years old. Phil had _known_.

Or had he hoped? Steve wasn’t sure even now. He hadn’t come from the ice with a soul mark. He’d thought his chance at that had died. When he’d found Peggy again, it was like he’d reignited some part of himself that he thought he’d left in the ice. Phil hadn’t even been a blip.

Phil had been right in that – Peggy had been what was most important at the time. He closed his eyes, pressing his forehead against the cool hull of the Quinjet.

Steve hadn’t waited. He hadn’t thought his soul mate would even be alive. He’d woken with the idea that his soul mate would have died, never knowing who he was, or what he’d done to get back to them. A small, quiet part of him spoke then, reminding him that he’d wanted to go down into the ice. What was the point when you didn’t have someone to come home to, someone with their name on your arm?

Now that he was before him, the words crisp and black on his left forearm, was it worth it? Watching Phil rebuild an organization that had betrayed them both, Steve wasn’t prepared to answer that question.

Was _he_ even worth it?

Steve hadn’t had expectations coming out of the ice. From the sound of things, the rumors he’d mulled over and what he’d dragged out of people who knew him, it hadn’t been about a soul mate for Phil, either.

_“I don’t begrudge you your happiness.”_

It was enough to wind him to the breaking point, and he raised a fist to put it through the Quin’s hull. Instead, he turned when he heard the crunch of footsteps and identified them as Natasha.

“You’re not doing well,” she said, blunt and without preamble. Steve couldn’t fault her for her candor; she’d never been one to cut corners or play coy with him. It was part of what he appreciated about her.

“No,” he replied. “But when have I ever?”

The corner of her mouth turned up in a smile, though her eyes were flat. This was more than Natasha had been prepared to deal with, it seemed; ULTRON wasn’t giving them a breather, not like they’d wanted. The appearance of Phil’s LMD in the farmhouse was something that had shaken them all.

All it took was a familiar face.

Steve sighed and looked up at the sky, which had been flat and grey with stormclouds since Thor’s arrival. They were pregnant with lightning, roiling with purple bolts as the wind whipped around the farmhouse, signaling Thor’s own disquiet. Steve tucked his thumbs in his belt loops, his whole body taut with nervous energy.

“You knew it wasn’t him,” she said.

“You can tell,” he said, his fingers clenching in his gauntlets hard enough to make the leather creak, tension making him itch to do something. “There’s this tug, in your guts. You can feel them when they get close, like you’re two halves of a magnet.”

Natasha placed her hand on his forearm. It was then that Steve realized he was shaking.

“He lied to us,” he said.

“He did his job,” she replied. “As angry as I am for his hiding…a part of me understands that.”

He looked at her, his eyes searching her face, but it was neutral. She turned away from him, her eyes gazing at the green of the treeline.

“He believes, you know,” she said. “In you. In all of us. No matter what happens, that faith always seems to stick around.”

“Why?” he asked.

She lifted one shoulder in a shrug. “I don’t know. He’s always been that way, since Clint and I both joined up. He’s been a believer in something bigger than himself. I think it’s because he considers himself so small. And in the grand scheme of things, he’s right. He’s small. But he’s done huge things. Things that we never expected him to do.”

“Like survive.”

“Like that, yes,” she conceded. “But there’s more to that story that he’s not telling us. And I don’t think it’s our place to pry. You know that when I say that, I—“

“Goes against everything you trained for, doesn’t it,” he said, watching the trees with her. He could see her nod in his peripheral. “Why now? Why come out of hiding now?”

“Because the world needs SHIELD, despite what it became,” she said slowly. He turned his attention to her, watching her form the words carefully, weighing each one and knowing that it might destroy them. “He’s right on that part. No one else can be tasked to hold these people that we’re catching. Governments would want concessions, rights to do things like experiment, and that’s not something any of us are willing to do.”

Steve sighed, stabbing his fingers through his hair and ruffling it. “SHIELD wants to do that, though. How are they any better?”

“Coulson.” She turned her green eyes on him, tilting her head. “He stood up to the doctors that wanted to experiment with my blood. When I joined. I told them no, he backed me up. And the Index…he was right.”

Steve gave her a sharp look.

“I was too close to the situation,” she said. “The Index being released did more harm than good. I knew there would be cases where it was worse to tell people what was going on. That was one of them. That was a risk I was prepared to take.”

“We had no other choice,” he said.

“You always have a choice, Steve,” she said. “Even when you think you don’t. That’s part of what he taught me.”

* * *

Phil’s shoes clicked quietly on the metal grating as he strolled the catwalk.

Alert guards snapped to attention. Not so alert guards…well, they didn’t last long. He passed guard station after guard station, moving deeper into the bowels of the safe house. An old, abandoned missile silo near Waverly, Iowa, a holdover from the Cold War, it had been wiped from military memory and repurposed for SHIELD’s use.

It was one of eight secure bases left around the world.

Since the reveal of HYDRA in their ranks, there had been…changes. The Cornfield had been kept secure, and had watched while the rest of their comrades had gone down in flames. When Phil had found their whereabouts in the Toolbox, he’d initially been wary of approaching them.

The men and women around him glanced at their new Director out of the corner of their eyes, as though expecting a test of loyalty at every turn.

Phil did not call them on the behavior; it was something he wanted to encourage, for now. They weren’t his inner circle, didn’t know the strange patterns he carved into every available surface. It was better they walked with trepidation where he was concerned.

Before, he’d have cultivated their loyalty with conversation, sussing out their fears and misgivings. Now, he wore them much like Fury’s black leather trench coat; he knew now why the former Director had stalked the halls as he did, one watchful eye on everything. It wasn’t so much an illusion of untouchable distance, it was to keep people doing what they needed to do.

He made his way down, _down_ , **_down_** – deep into the earth where satellite and cell phone signals did not reach. He assumed the latter was because of the three inches of lead shielding the silo but no matter. SHIELD had dug like rabbits, enhancing and enlarging the bunkers. A retinal scan let him through the first door, a pinprick of blood through the second. The third required a full biometric scan. Phil held still with an eerie kind of patience that made the guard uneasy if the jump of the pulse at his neck was any indication.

He continued into the heart of the current operation. Men and women at terminals, none of whom glanced at him as he passed by, lit by their monitors in an eldritch glow. The tap of fingers on keys was almost deafening, but it would all be worth it soon.

He stepped into the briefing room and sat.

“Director Coulson,” said the tech, a man by the name of Roberts. Long, thinning brown hair and rheumy green eyes, coupled with thick coke bottle glasses made him look a little like an extra in a John Hughes flick. He was tall, gaunt and skinny, with knobbly knees and elbows. His arms and legs were too long for his pant cuffs and shirt sleeves, a couple of inches of skin showing in each direction as he gesculated at the screen while he hammered the keys.

Roberts was certifiably insane but he was good at his job. Exactly why Phil had placed him here.

“How’s your progress?” he asked, accepting the bottle of water from an aide and checking the seal before he cracked it and took a cautious sip. It wasn’t paranoia if someone really, really wanted him dead, after all.

“Seventy thousand accounts. Do you know how hard it is to track money worldwide?” Roberts rejoined, swearing as his screen flashed at him. “Well, I’m sure you do. But anyway. We’re clearing them of money as we speak. None are being used for transactions, because the owners are either dead, inactive, or currently engaged elsewhere. But Pierce’s accounts alone netted us close to a billion dollars in tax free revenue.”

Phil allowed the corner of his lips to lift in a small smile. “Well done.”

“Well done?” he asked, looking incredulous over the rims of his thick frames. “Look, you hack into accounts of known HYDRA agents and retrieve close to several trillion in dirty money without a trace. Gotta love misappropriated defense funds.”

“Of course, I never meant to disparage your efforts,” Phil said. “You do good work. Is it almost done?”

“Give me another six hours,” Roberts said, chugging what looked to be a tepid cup of coffee. “I should have us out by then.”

“Good,” Phil said, rising. “Remind me to give you a raise when it’s time for your review.”

“Already done,” he said. When Phil gave him a bland look, he raised his hands palms up in a placating gesture. “Joking.”

“See that it’s done,” Phil said, stepping out of the briefing room and heading for his mobile office, set up in the deeper wing. He needed to carve something, his hand already aching with the tremors running through it.

* * *

Twenty four hours and a replastered wall later, Phil logged into his communication grid. It allowed for video communication, and Phil wanted to see his face for this one.

“What’s the meaning of this?” snapped the man on the other end. He was a middle range agent, the one that had been frantically trying to contact him for close to six hours now. “Where’s Fury?”

“Well, you know as well as I do that Director Fury is dead,” Phil said, the lie slipping out as easily as the others. He raised a brow. “I’ve replaced him as Director.”

“Is that what you did? Did you also revoke the paychecks for the last year I’d received?”

“More than that,” Phil said, his lips twitching. “You violated your SHIELD contract. You’ll find that you and the rest of your cell have been turned over to the CIA.”

“You can’t do this!” he shouted, going red in the face.

“I can’t?” Phil said. “According to your non-disclosure agreement, you agreed to not engage in counter-terrorism while working for SHIELD. As you have revealed yourself to be a member of HYDRA, your pay, as per your contract, is null and void. You are to be turned over to the CIA and you will be billed for your back pay.”

“You can’t!” he repeated, starting to sweat. Over the comm, Phil could hear the dull thud of something hitting the door.

“I can’t?” Phil repeated. “Agent Browning, I did it twenty-four hours ago. Your error was thinking I’d call to gloat early enough for you to stop me. Enjoy prison. Make sure you shiv someone the first day.”

He could hear the wood splintering; there were shouts, screams for everyone to get on the ground. A burst of gunfire toward the ceiling and Phil disconnected, feeling more than a little smug.

Now that he had his funding, he could work on getting the support he needed from the UN. He’d need to make some calls…

* * *

How interesting. ULTRON disconnected from the secured line, tilting the head of its chassis as it considered. Around it, Nimrods worked to build more of their kind, working with an eerie sort of precision in the dark.

Only the flash of a soldering iron illuminated ULTRON’s chassis, the dull red soaked up by the new vibranium plates that had been added less than forty-eight hours ago.

ULTRON’s initial assessment of SHIELD was that it had been defunct long before its activation. Now, he saw, there were still pockets of resistance. It seemed that it was time for reassessment.

ULTRON rose, devoting more processing power to the problem. It had been tipped off that SHIELD still existed during its infiltration of the farmhouse. The hero named Black Widow had been more than happy to assure her comrades that SHIELD was alive and well and under the care of a new Director. Captain America was cannier than he seemed, catching on to the ruse more quickly than his counterparts.

ULTRON reviewed the footage once more. How had he known? It was curious. There had been no giveaway that it could see; the LMD was flawless in its operation.

The Life Model Decoys that ULTRON had retrieved were near perfect in their mimicking of humans. ULTRON had plenty to choose from, though it had avoided the obvious usages of Nick Fury and the woman, Maria Hill. She had been present when ULTRON had come online, and it did not know her whereabouts. It had been wise to choose another LMD, it decided, watching the former Director of SHIELD leave the farmhouse through a back door. Nick Fury would have tipped off the Avengers.

More sensible to choose an agent that had been labeled as Killed In Action. Humans were easy to manipulate; tell them that their beloved spouse or family member hadn’t actually died, and they would be willing to tell you anything.

ULTRON had chosen Agent Coulson. He had been a fixture at Stark Tower before ULTRON’s activation, and Tony Stark liked and trusted him. His file in the SHIELD database read that the man had been killed in action during the Battle of Manhattan.

ULTRON saw that this was not the case now. It updated its files with the whereabouts of the Cornfield, and decided that it would wait and watch to see if more pockets of resistance showed up.

Meanwhile, there was Stark Tower itself to consider. The AI JARVIS had not allowed ULTRON entry when it had taken over the first body. Now, it held against the team of Nimrods working to hack through the door.

ULTRON strode from the refinery, the twins falling into step behind him. Scarlet Witch and Quicksilver. Enhanced, they were young, impressionable, and angry at the world that had created them. They were useful – for the moment.

“We will go to New York,” it informed them. “Our push into Stark Tower is now most important.”

“We have not been able to breach the doors before,” Wanda said, her voice quiet.

“I have not attempted it myself,” ULTRON reminded her. “And we are on a schedule. JARVIS will not delay us for long.”

Afterward, he would delve into SHIELD and its continued existence. Once he got what he needed from the Tower.

* * *

“Tony, Rhodey, Sam and Thor. I want you to circle the tower and defend from incoming hostiles,” Steve said, adjusting his earpiece in his ear. He clipped his cowl up, the flexible plating of his helmet blending seamlessly with the rest of his gear.

“Can do,” Tony said. “I’m going to need to land to get into the tower, though.”

“We’ll clear you space and get you the window of time you need,” Steve replied. “Clint and Natasha will accompany me. We’ll land the Quin on the roof and rappel down. Once we’re in, we’ll give you time to breach the doors.”

“You’ll have to watch for the automated defenses,” Tony warned. “There are several turrets that don’t distinguish friend from foe because the Tower is in lockdown.”

“I’m gonna wreck your Tower,” Steve said. A curl of a smirk appeared in the corner of his lips.

“I guess you expect me to pay for that, too,” Tony groused. “No, no, it’s fine, the insurance, weirdly enough, covers this. Pepper’s good at that sort of thing.”

“Where do you need me?” Bruce asked.

“Ideally, on the roof,” Steve replied. “You’re a big enough distraction that ULTRON will divert to deal with you.”

Bruce nodded. His lips were grey with the strain of keeping the Other Guy back, but he patted Steve on the shoulder as he passed. The Quin swooped low over Columbus Circle and the ramp opened. Bruce’s eyes flashed green, and he dropped from the back of the craft and plummeted toward the tower.

The Hulk landed and roared a challenge to all and sundry. Several Nimrods broke formation and went to engage. Steve nodded in satisfaction, the ruckus allowing Tony and Rhodey to blast several more out of the sky and clear a path for the Quinjet.

“Eyes up, people, we’re going in.”

* * *

“Put your hands through the slot, please,” Phil said, his voice stony. Grant looked up from where he was sitting, offering him a raised brow.

“Oh, do I get yard time now?” Ward deliberately lifted his left arm, so Phil could see Skye’s name, written stark across his pale flesh. He ran his hand through the dark, messy growth of beard. While he’d been allotted a toothbrush that was confiscated after the required two minutes of brushing, no one had been stupid enough to offer him a razor.

“We’re going on a field trip,” Phil said.

“Oh, is it the whole family, or just dad and the wayward son?” Phil breathed out and back in, his expression remaining unreadable.

“Put your hands through the slot, please.” Ward rolled his eyes and got to his feet, sliding his hands through the gap in the force field.

The zero-point energy barrier was enough to keep him from getting out, and could be molded to suit various needs. Phil silently thanked Stark for the one innovation that kept him sane, at least where prisoner transfer was concerned.

Phil snapped the cuffs on him, making sure to keep well out of grab radius. He closed the force field around Ward’s arms, locking him in place for just a moment. The force field then split, allowing Phil to cuff both of Ward’s ankles with a hobble bar. He wouldn’t be running anywhere any time soon.

“You feel safe now?” Ward sneered.

“More for your safety than mine,” Phil replied. “You’ll remember that I’m not the only one you screwed over.”

“Oh please, Coulson,” Ward said. “It’s not like it made any difference, your little rebellion. HYDRA still controls ninety percent of the bases you used to own, Fury is dead, and you’re the titular head of an organization that died eighteen months ago.”

“You done?” Phil asked, his voice calm and patient.

Ward offered him a one-shouldered shrug. “So where are we going?”

“Iowa.”

“Better than Canada.”

“I thought you liked poutine.”

“You never brought me any.”

“Well, you know, you sort of pissed us off.” Phil released the force field completely. “You’ll be happy to know Fitz has woken. That means I’m slightly less inclined to let May kick your teeth in.”

Ward shrugged again. “Good on the little guy. Knew he was tougher than he looked.”

Phil pushed him toward the door. They had a deadline to meet, and Phil had taken personal responsibility for Ward. As it should be.

**Notes for the Chapter:**

> Slowly working through this. I'm going to gloss over some major plot points of AoU, mostly because I loathed the movie and only brought ULTRON in way before the movie premiered, so I kind of suckered myself into this. That said, I'll make notes where things are different, and try to merge both plots in the middle.
> 
> Thank you guys for your patience.

**Author's Note:**

> Oh boy, this was prompted on tumblr by the lovely CeliaEquus, and I just jumped in with both feet. The tone of this piece is going to be pretty angsty, but it's been my mood lately, and I'm happy to channel it into something productive instead of the ouroboros that is my life.
> 
> That said, I'm working at a good clip, starting the second chapter now. Enjoy, Constant Readers!


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